UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended September 30, 2005
or

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  

Commission file number- 001-32638

TAL International Group, Inc.
(Exact name of registrant as specified in the charter)


Delaware
(State or other jurisdiction of
incorporation or organization)
20-1796526
(I.R.S. Employer
Identification Number)
   
        100 Manhattanville Road, Purchase, New York 10577-2135
        (Address of principal executive office) (Zip Code)

(914) 251-9000
(Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [ ]    No [X] *

Indicate by check mark whether the registrant is an accelerated filer (as defined in the Exchange Act Rule 12b-2). Yes [ ]    No [X]

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2). Yes [ ]    No [X]

As of November 14, 2005, there were 32,882,208 shares of common stock, $.001 par value outstanding.

*The registrant became subject to the filing requirements on October 11, 2005.



TAL INTERNATIONAL GROUP, INC.

INDEX

Part I — Financial Information


    Page No.
Item 1. Financial Statements  
  Unaudited Consolidated Balance Sheets at September 30, 2005 (Successor) and December 31, 2004 (Successor)   4  
  Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2005 (Successor) and Unaudited Combined Consolidated Statements of Operations for the three and nine months ended September 30, 2004 (Predecessor)   5  
  Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30, 2005 (Successor) and Unaudited Combined Consolidated Statement of Cash Flows for the nine months ended September 30, 2004 (Predecessor)   6  
  Notes to Consolidated Financial Statements   7-15  
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
  16-28  
Item 3. Quantitative and Qualitative Disclosures About Market Risk   29-30  
Item 4. Controls and Procedures   30  
Part II — Other Information      
Item 1. Legal Proceedings   31  
Item 6. Exhibits   31  
Signature   32  

2




CAUTIONARY STATEMENT FOR PURPOSES OF THE ‘‘SAFE HARBOR’’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and service development efforts. The Private Securities Litigation Reform Act of 1995 provides a ‘‘safe harbor’’ for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words ‘‘may’’, ‘‘might’’, ‘‘should’’, ‘‘estimate’’, ‘‘project’’, ‘‘plan’’, ‘‘anticipate’’, ‘‘expect’’, ‘‘intend’’, ‘‘outlook’’, ‘‘believe’’ and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under the caption ‘‘Management's Discussion and Analysis of Financial Condition and Results of Operations’’, under ‘‘Risk Factors’’ in our registration statement on Form S-1 (File No. 333-126317) filed with the Securities and Exchange Commission (‘‘SEC’’), as such registration statement became effective on October 11, 2005, and all of our other filings filed with the SEC from October 11, 2005 through the current date pursuant to the Securities Exchange Act of 1934.

We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Reference is also made to such risks and uncertainties detailed from time to time in our filings with the SEC.

PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

The consolidated financial statements of TAL International Group, Inc. (‘‘TAL,’’ the ‘‘Company,’’ or ‘‘Successor’’) as of September 30, 2005 (unaudited) and December 31, 2004 and for the three and nine months ended September 30, 2005 (unaudited), and the combined consolidated financial statements of Transamerica Maritime Container (the ‘‘Predecessor’’) for the three and nine months ended September 30, 2004 (unaudited) included herein have been prepared by the Company, without audit, pursuant to U.S. generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission (the ‘‘SEC’’). However, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements reflect, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The results of operations for such interim periods are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Registration Statement on Form S-1 (File No. 333-126317) filed with the Securities and Exchange Commission (‘‘SEC’’), as such registration statement became effective on October 11, 2005, and all of our other filings filed with the SEC from October 11, 2005 through the current date pursuant to the Securities Exchange Act of 1934.

3




TAL INTERNATIONAL GROUP, INC.
    
Consolidated Balance Sheets
(Dollars in thousands, except share data)


  Successor
  September 30,
2005
December 31,
2004
  (Unaudited)  
Assets:            
Cash and cash equivalents $ 42,866   $ 17,668  
Accounts receivable, net of allowances of $829 and $225   30,184     35,014  
Net investment in direct finance leases   70,425     13,262  
Leasing equipment, net of accumulated depreciation and allowances of $100,723 and $19,029   1,059,093     1,103,423  
Leasehold improvements and other fixed assets, net of accumulated depreciation and amortization of $1,127 and $566   3,787     4,255  
Equipment held for sale   28,311     11,578  
Goodwill   73,217     73,570  
Deferred financing costs   22,439     47,343  
Other assets   23,495     14,770  
Total assets $ 1,353,817   $ 1,320,883  
Liabilities and stockholders' equity (deficit):            
Accounts payable $ 20,895   $ 4,580  
Accrued expenses   59,150     40,039  
Income taxes payable       1,557  
Deferred income tax liability   6,862     2,393  
Debt:            
Asset securitization facility   695,000      
Senior secured credit facility   87,000     797,000  
Senior unsecured credit agreement   275,000     275,000  
Total liabilities   1,143,907     1,120,569  
Preferred stock, Series A 12.0% cumulative, subject to redemption, 210,000 shares authorized, 201,205 and 200,000 shares issued and outstanding, respectively   223,669     203,738  
Common stock, subject to redemption, 392,034 and 338,367 shares issued and outstanding, respectively   4     3  
Stockholders' equity (deficit):            
Preferred stock, $.001 par value, 500,000 shares authorized, none issued        
Common stock, $.001 par value, 100,000,000 shares authorized, 9,812,139 shares issued and outstanding        
Additional paid-in capital   4,014     97  
Accumulated deficit   (14,322   (3,541
Unearned compensation   (3,427    
Accumulated other comprehensive (loss) income   (28   17  
Total stockholders' equity (deficit)   (13,763   (3,427
Total liabilities and stockholders' equity (deficit) $ 1,353,817   $ 1,320,883  

The accompanying notes to the unaudited consolidated financial statements
are an integral part of these statements.

4




TAL INTERNATIONAL GROUP, INC.
    
Consolidated Statements of Operations and Combined Consolidated Statements of Operations
(Dollars in thousands, except per share data)


  Successor Predecessor Successor Predecessor
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2005 2004 2005 2004
  (Unaudited) (Unaudited)
Revenues:                        
Leasing revenues, including income recognized on direct financing leases of $1,934, $99, $3,356 and $155, respectively $ 71,001   $ 72,701   $ 215,084   $ 218,389  
Equipment trading revenue   7,774     3,173     17,173     8,790  
Management fee income   1,566     1,679     4,978     5,520  
Other revenues   738     484     1,909     3,122  
Total revenues   81,079     78,037     239,144     235,821  
Expenses:                        
Equipment trading expenses   6,026     2,326     13,257     6,504  
Direct operating expenses   6,393     6,862     20,428     20,350  
Administrative expenses   9,411     8,372     28,362     25,822  
Depreciation and amortization   29,418     35,914     88,076     107,475  
Equipment rental expense   17     1,402     279     4,217  
Provision for doubtful accounts   528     880     567     1,899  
Net (gain) loss on sale of leasing equipment   (1,178   695     (8,133   6,679  
Write-off of deferred financing costs   24,313         24,313      
Interest and debt expense   21,239     6,722     63,849     20,001  
Unrealized (gain) on interest rate swaps   (7,589       (8,975    
Other Parent Company charges and management fees   1,346     1,667     4,598     13,969  
Total expenses   89,924     64,840     226,621     206,916  
(Loss) income before income taxes   (8,845   13,197     12,523     28,905  
Income tax (benefit) expense   (3,090   4,838     4,577     10,561  
Net (loss) income   (5,755 $ 8,359     7,946   $ 18,344  
Preferred stock dividends   (6,568         (18,727      
Net loss applicable to common stockholders $ (12,323       $ (10,781      
Net loss per common share: Basic and Diluted (a) $ (1.21       $ (1.06      
Weighted average number of common shares outstanding — Basic and Diluted   10,204,173           10,186,284        

(a) For the three and nine month periods ended September 30, 2004, no income (loss) per share data has been presented as the Predecessor’s results were consolidated with Transamerica Finance Corporation (see Note 1).

The accompanying notes to the unaudited consolidated financial statements
are an integral part of these statements.

5




TAL INTERNATIONAL GROUP, INC.

Consolidated Statement of Cash Flows and Combined Consolidated Statement of Cash Flows
(Dollars in thousands)


  Successor Predecessor
  Nine months ended September 30,
  2005 2004
  (Unaudited)
Cash flows from operating activities:            
Net Income $ 7,946   $ 18,344  
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization   88,076     107,475  
Amortization of deferred financing costs   3,918      
Write-off of deferred financing costs   24,313      
Net (gain) loss on sale of leasing equipment   (8,133   6,679  
Unrealized (gain) on interest rate swaps   (8,975    
Deferred income taxes   4,469     (14,580
Stock compensation charge   490      
Changes in operating assets and liabilities   19,839     (27,999
Net cash provided by operating activities   131,943     89,919  
Cash flows from investing activities:            
Purchases of leasing equipment   (132,235   (243,257
Investment in direct finance leases   (42,110   (2,829
Proceeds from sale of equipment   77,213     48,183  
Cash collections on direct financing leases, net of unearned income   4,181     1,816  
Net cash (used in) investing activities   (92,951   (196,087
Cash flows from financing activities:            
Change in due to affiliates, net       80,889  
Initial borrowings under asset securitization facility   705,000      
Payments under asset securitization facility   (10,000    
Net payments under senior secured credit facility   (710,000    
Proceeds from issuance of preferred stock   1,205      
Proceeds from issuance of common stock   1      
Distribution to parent       (12,390
Capital contributions       37,527  
Net cash (used in)/provided by financing activities   (13,794   106,026  
Net increase (decrease) in cash and cash equivalents   25,198     (142
Cash and cash equivalents, beginning of period   17,668     3,161  
Cash and cash equivalents, end of period $ 42,866   $ 3,019  

The accompanying notes to the unaudited consolidated financial statements
are an integral part of these statements.

6




TAL INTERNATIONAL GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of the Business, Basis of Presentation, Recently Issued Accounting Pronouncements

A.    Description of the Business

TAL International Group, Inc. (‘‘TAL,’’ the ‘‘Company,’’ or ‘‘Successor’’) was formed on October 26, 2004 and commenced operations on November 4, 2004 with the completion of the acquisition transaction described below. The agreements affecting this acquisition provided for an effective date of October 31, 2004, at which date the risks and rewards of ownership of the business were transferred to TAL. TAL consists of the consolidated accounts of Trans Ocean Ltd. (‘‘TOL’’) and TAL International Container Corporation (‘‘TALI’’), formerly known as Transamerica Leasing Inc., and their subsidiaries.

Transamerica Maritime Container (the ‘‘Predecessor’’) consisted of the maritime container operations of Transamerica Finance Corporation (‘‘TFC,’’ the ‘‘Parent’’ or ‘‘Parent Company’’). The combined consolidated financial statements of the Predecessor have been derived from the accounting records of TOL and TALI and certain of their subsidiaries. Material intercompany and inter-division balances have been eliminated in combination and consolidation. TOL and TALI were wholly owned indirect subsidiaries of TFC, which is an indirect subsidiary of AEGON N. V.

Effective October 31, 2004, TAL acquired all of the outstanding capital stock of TOL and TALI for approximately $1.2 billion in cash, including $275.0 million of financing provided by the seller (an affiliate of AEGON N.V.). This acquisition of TOL and TALI is referred to as the ‘‘Acquisition.’’ The Acquisition was accounted for using the purchase method of accounting, and, accordingly, the consideration paid has been allocated based on the estimated fair values of the assets acquired and liabilities assumed. The excess of the consideration paid over the estimated fair value of the net assets acquired and liabilities assumed, including separately identifiable intangible assets, was allocated to goodwill. The change in goodwill from December 31, 2004 to September 30, 2005 resulted from adjustments to the purchase price allocation.

The following unaudited pro forma information presents the results of operations of the Company as if the Acquisition had taken place as of January 1, 2004. The pro forma financial information is not necessarily indicative of the actual results of operations had the transaction been effected on the assumed date. The following is the pro forma information for the three and nine months ended September 30, 2004 (in thousands, except share data):


  Three months ended
September 30, 2004
Nine months ended
September 30, 2004
Total revenues $ 78,905   $ 238,425  
Net (loss) income applicable to common stockholders   (41   6,664  
Earnings per common share:            
Basic $   $ 0.66  
Diluted $   $ 0.63  

The pro forma net income amounts reflect the following items: (i) reversal of the amortization of initial direct lease costs, (ii) adjustments to depreciation expense arising from the valuation of the leasing equipment, as a result of the purchase price allocation from the Acquisition, (iii) increase in net loss (gain) on sale of leasing equipment associated with the fair value adjustments to leasing equipment under the purchase method of accounting, (iv) adjustments for interest expense from new borrowings related to the Acquisition and the elimination of historical interest on debt repaid in the Acquisition, (v) elimination of non-recurring Predecessor expenses, (vi) to record management fees resulting from the Acquisition, (vii) the related income tax effect of the above items based upon a pro forma effective income tax rate of 37.0% and (viii) adjustments for the accrued dividends related to the preferred stock.

7




B.    Basis of Presentation

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

As a result of the Acquisition, the financial information for the three and nine months ended September 30, 2005 represents that of the Successor. The combined consolidated financial statements for the three and nine months ended September 30, 2004 include the accounts of the Predecessor as described above. Due to the change in the basis of accounting resulting from the application of the purchase method of accounting, the Predecessor's combined consolidated financial statements and Successor's consolidated financial statements are not necessarily comparable.

The consolidated financial statements include the accounts of the respective entities and their subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the accompanying prior period financial statements and notes to conform with the current year’s presentation.

C.    Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (‘‘FASB’’) issued Statement of Financial Accounting Standards No. 123R, ‘‘Share-Based Payment,’’ (revised 2004), (‘‘SFAS No. 123R’’). This Statement is a revision of SFAS No. 123. SFAS No. 123R supercedes APB Opinion No. 25, and its related implementation guidance. SFAS No. 123R requires companies to recognize in the statement of operations the fair value of all employee share-based payments, including grants of employee stock options, as well as compensatory employee stock purchase plans. The Company is evaluating the requirements under SFAS 123R, including the valuation methods and support for the assumptions that underlie the valuation of the awards, as well as the transition methods (modified prospective transition method or modified retrospective transition method). The Company is required to adopt SFAS No. 123R on January 1, 2006. Based on the number of options currently outstanding and not vested, management does not expect the adoption of SFAS No.123R to have a significant impact on the financial position, results of operations or cash flows of the Company. However, future grants of share-based compensation will result in the recognition of compensation expense.

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154 ‘‘Accounting Changes and Error Corrections’’ (‘‘SFAS No. 154’’). SFAS No. 154 replaces APB Opinion No. 20 and FASB Statement No. 3. This statement provides guidance on the accounting for and reporting of accounting changes and error corrections. It requires retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. SFAS No. 154 carries forward without change the guidance contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 will not have a material impact on the Company’s consolidated financial statements.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or not significant to the Company's consolidated financial statements.

Note 2 — Initial Public Offering

On October 17, 2005, the Company sold 11.5 million shares of common stock at a price of $18.00 per share in an initial public offering (‘‘IPO’’) which generated net proceeds of approximately $189.2 million, after deducting underwriter discounts and other offering expenses. The Company used the net proceeds of this offering, together with additional borrowings under the new asset securitization

8




facility and the amended and restated senior secured credit facility, to repay the entire outstanding principal and accrued cash interest due on the senior unsecured credit agreement which was approximately $288.0 million on October 17, 2005. Related to the IPO, the following activities also occurred:

1)  The Company’s stockholders approved a 101.5052-for-1 stock split which became effective prior to the consummation of the IPO. All share and per share information in the accompanying financial statements have been retroactively restated to reflect this stock split.
2)  All 201,205 outstanding shares of the Company’s Series A 12.0% cumulative senior preferred stock were converted into 11,178,035 shares of common stock on October 17, 2005, based on the IPO price of $18.00 per common share. As a result of the IPO, the stock split and the preferred stock conversion, the Company had 32,882,208 shares of common stock issued and outstanding as of the completion of the IPO.
3)  Previously issued options granted to various employees of the Company to purchase 454,612 shares of common stock became fully vested on October 17, 2005, and as a result, the unamortized balance of unearned compensation of approximately $3.4 million was recognized as compensation expense at that date.
4)  Options were granted for 612,195 shares of the Company's common stock which became effective as of the IPO date, with an exercise price equal to the IPO price of the common stock of $18.00. After issuance of these options, there remains 1,887,805 shares of common stock available for future stock option grants under the 2005 Management Omnibus Incentive Plan.
5)  Management consulting agreements between the Company and certain of the Company’s stockholders were terminated on October 17, 2005.
6)  The Company expects to pay the aggregate outstanding accrued dividends on the Series A 12.0% cumulative senior preferred stock of $23.6 million.

Sale of Additional Shares — Over-Allotment Option

On October 21, 2005, the underwriters of TAL’s IPO of 11.5 million shares of common stock exercised their over-allotment option in part to purchase 1.0 million additional shares of common stock from certain of TAL’s stockholders. TAL did not receive any proceeds from the sale of the shares pursuant to the over-allotment option. The underwriters waived their rights with respect to the remaining 725,000 shares of common stock covered by the over-allotment option.

Note 3 — Financing Activities

Summary of major activities

During the third and fourth quarters of 2005, the Company completed the following refinancing transactions:

(1)  Effective August 1, 2005, the Company entered into a new asset securitization facility which provides for advances from time to time up to a maximum aggregate principal amount of $875.0 million.
(2)  The Company used the proceeds of its initial borrowings of $705.0 million under the new asset securitization facility to repay a portion of the outstanding principal amount under the $875.0 million senior secured credit facility that it entered into in connection with the Acquisition.
(3)  The Company amended and restated the $875.0 million senior secured credit facility, reducing the maximum aggregate commitment amount thereunder to $175.0 million, and as a result, the Company wrote off $24.3 million of deferred financing costs during the third quarter of 2005.

9




(4)  On October 17, 2005, the Company used the net proceeds of the IPO, as well as additional borrowings under its new asset securitization facility and the amended and restated senior secured credit facility, to repay the entire outstanding principal and accrued cash interest due on the senior unsecured credit agreement of approximately $288.0 million. In connection with the repayment of the senior unsecured credit agreement, in October 2005, the Company wrote off $13.8 million of deferred financing costs, net of excess accrued interest.

Asset Securitization Facility

Effective August 1, 2005, the Company entered into a new asset securitization facility pursuant to which it contributed, and may from time to time in the future continue to contribute, certain eligible containers, together with the related leases, to TAL Advantage I LLC, a newly created special purpose entity (the ‘‘SPE’’) which is a wholly-owned consolidated subsidiary of the Company, whose sole business activity is to issue asset backed notes under the Company’s asset securitization facility. On August 1, 2005, the Company made its initial transfer of eligible containers to the SPE, which subsequently issued an initial series of asset backed notes with a maximum aggregate principal amount of $875.0 million, the ‘‘Series 2005-1 Notes’’, the terms of which are more fully described below. The SPE’s initial borrowing under the asset securitization facility was $705.0 million.

The Company’s asset securitization facility is secured by a first priority lien on substantially all of the SPE's assets. The leasing business related to the eligible containers transferred to the SPE is managed by the Company and, in connection with its role as manager, it receives management fees equal to 12% of the net cash receipts (after direct operating expenses) of the SPE together with disposition fees equal to 5% of the sales and casualty proceeds in respect of any of the SPE's containers, all as defined. To the extent that distributable cash remains after the payment of all principal, interest, fees, hedging costs and other amounts payable pursuant to the asset securitization facility, such remaining amounts may be dividended by the SPE to the Company.

The Series 2005-1 Notes initially have a three year revolving period, and, unless the SPE issues an additional series of asset backed notes in a rated securitization that meets certain timing, rating and principal thresholds (a ‘‘Rated Securitization’’) prior to August 1, 2008, this revolving period will be followed by a ten year scheduled principal amortization period. In the event that the SPE consummates a Rated Securitization prior to August 1, 2007, the revolving period of the Series 2005-1 Notes will automatically convert into a 364-day revolving period (which period can be extended with the consent of the noteholders), and in the event that the SPE consummates a Rated Securitization between August 1, 2007 and August 1, 2008, the revolving period shall be converted into such period as the SPE and the noteholders shall then agree (or in the event that no such agreement shall be reached, a period terminating on August 1, 2008).

The SPE's borrowing capacity under the Series 2005-1 Notes is determined by reference to a variable advance rate percentage of the net book values of the SPE's eligible containers, subject to certain adjustments. At September 30, 2005, the applicable commitment fee and interest rate was 0.375% and LIBOR plus 2.125%, respectively, and the applicable advance rate was 80%. Upon completion of the IPO, the applicable advance rate under the asset securitization facility increased to 82% and the Series 2005-1 Notes commitment fees and interest rate decreased to 0.250% per annum and LIBOR plus 1.500% per annum, respectively. To the extent a Rated Securitization is not completed by the SPE prior to August 1, 2007, the currently prevailing interest rate will increase to LIBOR plus 1.625% per annum from that time through maturity of the facility.

Accrued interest and fees and a portion of the outstanding principal amount of the Series 2005-1 Notes, together with certain other amounts, are payable by the SPE on a monthly basis. The portion of the outstanding principal amount of the Series 2005-1 Notes, if any, payable on any such payment date during the revolving period will be equal to the amount by which the outstanding principal amount of the Series 2005-1 Notes exceeds the SPE's then effective borrowing capacity. The weighted average interest rate on this facility as of September 30, 2005 was 5.9%.

10




In addition to customary events of default and early amortization events, the Series 2005-1 Notes contain various financial covenants, as well as customary restrictions relating to incurring indebtedness or liens, paying dividends and other restricted payments, the making of certain investments and certain other matters.

Senior Secured Credit Facility

In connection with the Acquisition, the Company entered into an $875.0 million senior secured credit facility. Upon the closing of the new asset securitization facility on August 1, 2005, the Company amended and restated the senior secured credit facility to, among other things, reduce the maximum aggregate commitments thereunder to $175.0 million. The final maturity date of this facility is August 1, 2008.

The Company’s borrowing capacity under this facility is based upon a variable advance rate percentage of the net book values as calculated in the credit agreement of the Company’s eligible containers and eligible chassis, subject to certain adjustments. The variable advance rate percentage was 70% at September 30, 2005. Upon completion of the IPO, the variable advance rate percentage increased to 85%, but is subject to annual decreases of 1% for each full calendar year following the IPO until a minimum advance rate of 82% is reached. The Company’s eligible containers for the purposes of determining borrowing capacity under this facility will not include any containers transferred to the SPE in connection with the asset securitization facility described above. The senior secured credit facility is secured by a first priority lien on the Company’s eligible containers and eligible chassis and related leases and lease rights and by a pledge of the equity interests of the SPE.

At September 30, 2005, the senior secured credit facility applicable commitment fee and interest rate was 0.375% and LIBOR plus 2.750%, respectively. The weighted average interest rate under this facility as of September 30, 2005 was 6.6%. Upon completion of the IPO, the senior secured credit facility interest rate decreased to LIBOR plus 2.125% per annum. This rate will remain in place until such time as the variable advance rate percentage decreases to 82%, at which time the interest rate will further decrease to LIBOR plus 2.00% per annum. Interest and fees and a portion of the outstanding principal amount of the loans under this facility, together with certain other amounts, are payable on a quarterly basis. The portion of the outstanding principal amount of the loans, if any, payable on any such payment date will be equal to the amount by which the outstanding principal amount of the loans exceeds the the Company’s then effective borrowing capacity.

In addition to customary events of default, this facility contains various financial covenants as well as containing restrictions on incurring indebtedness or liens, paying dividends and other restricted payments, the making of certain investments and certain other matters.

Due to the refinancing noted above, the Company wrote off $24.3 million of deferred financing costs during the third quarter of 2005 that related to the senior secured credit facility.

Senior Unsecured Credit Agreement

In connection with the Acquisition, TAL entered into a senior unsecured credit agreement with an affiliate of its former parent which provided for a $275.0 million term loan facility with a final maturity of November 2, 2014. This credit facility bore interest at an initial interest rate of 8.75% which increased by 0.25% per annum each 90-day period following the Acquisition, up to a maximum interest rate of 11.5% per annum. As of September 30, 2005, TAL had outstanding principal indebtedness of $275.0 million and no additional borrowing availability under this credit facility. The interest rate under this facility was 9.50% at September 30, 2005, however, the Company accrued interest on a level rate basis of 11.08%, based on the assumption that the balance would remain outstanding until the final contractual maturity of the facility.

On October 17, 2005, the Company used the net proceeds of the IPO, as well as additional borrowings under its new asset securitization facility and its amended and restated senior secured credit facility, to repay the entire outstanding principal and accrued cash interest due on the senior unsecured credit agreement of approximately $288.0 million.

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Due to the repayment of the senior unsecured credit agreement noted above, the Company wrote off $13.8 million of deferred financing costs, net of excess accrued interest, during the fourth quarter of 2005.

Interest Rate Swaps

To hedge the risk associated with fluctuations in interest rates, the Company entered into interest rate swap agreements on December 14, 2004 with a financial institution to fix the floating interest rates on a portion of the senior secured credit facility. The interest rate swap contracts had a fixed rate of approximately 3.82%, an initial notional amount of $500 million and an amortizing term of seven years.

The Company recognized additional interest expense of $0.4 million under the interest rate swap contracts for the three months ended September 30, 2005 and $2.9 million under the swap contracts for the nine months ended September 30, 2005.

The interest rate swaps are accounted for on a mark-to-market basis. The fair value of the interest rate swaps was $11.4 million at September 30, 2005, which is included in other assets in the accompanying consolidated balance sheet. In its consolidated statement of operations, the Company recognized a net unrealized gain of $7.6 million and $9.0 million for the three and nine months ended September 30, 2005, respectively, related to the change in the fair value of the interest rate swaps since December 31, 2004.

In addition, on October 28, 2005, the Company entered into two new interest rate swap agreements with a financial institution to fix the floating interest rates on both its senior secured credit facility and its asset securitization facility. One swap has a notional amount of $100 million, a non-amortizing term of 6 years, with a fixed rate of approximately 4.82%. The second swap has a notional amount of $25 million, a non-amortizing term of approximately 2.75 years, with a fixed rate of approximately 4.71%.

Note 4 — Stock-Based Compensation

The Company accounts for its stock-based compensation plans using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, ‘‘Accounting for Stock Issued to Employees’’ (‘‘APB 25’’). Under the intrinsic value method, compensation cost equal to the difference between the fair value of the shares and the exercise price on the date of grant is recognized from the date of grant over the vesting period of the options. The Company has adopted the disclosure only provisions of SFAS No. 123, ‘‘Accounting for Stock-Based Compensation’’ (‘‘SFAS No. 123’’), as amended by SFAS No. 148, ‘‘Accounting for Stock-Based Compensation — Transition and Disclosure’’ (‘‘SFAS No. 148’’).

The following table illustrates the effect on net income and earnings per share had the fair value method of accounting been applied to the Company's stock compensation plans for the three and nine months ended September 30, 2005 (in thousands, except share data):


  Three months ended
September 30, 2005
Nine months ended
September 30, 2005
Net income (loss) applicable to common stockholders:    
As reported $ (12,323 $ (10,781
Add: Stock-based compensation expense included in reported net income (loss)   245     490  
Deduct: Stock-based compensation expense determined under the fair value method   (245   (490
Pro forma net income (loss) applicable to common stockholders $ (12,323 $ (10,781
Earnings (loss) per common share:            
As reported — Basic and Diluted $ (1.21 $ (1.06
Pro forma — Basic and Diluted $ (1.21 $ (1.06

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Note 5 — Earnings (Loss) Per Share

The following table sets forth the calculation of basic and diluted earnings (loss) per share of the Successor for the three and nine months ended September 30, 2005 (in thousands, except share data):


  Three months ended
September 30, 2005
Nine months ended
September 30, 2005
Numerator:    
Net income (loss) applicable to common stockholders for basic and diluted earnings (loss) per share $ (12,323 $ (10,781
Denominator:            
Weighted average shares outstanding for basic earnings (loss) per share   10,204,173     10,186,284  
Dilutive stock options        
Weighted average shares for diluted earnings (loss) per share   10,204,173     10,186,284  
Earnings (loss) per share:            
Basic and Diluted $ (1.21 $ (1.06

For the three and nine month periods ended September 30, 2005, options to purchase 454,612 and 436,723 shares of common stock, respectively, were not included in the calculation of weighted average shares for diluted earnings per share because their effects were antidilutive.

For the three and nine month periods ended September 30, 2004, no income (loss) per share data has been presented as the Predecessor was a component of TFC.

Note 6 — Capital and Stock Options

On February 9, 2005, the Company's board of directors approved and on April 1, 2005, the Company sold to certain members of management of the Company 1,205 shares of its Series A 12.0% Cumulative Senior Preferred Stock (the ‘‘Series A Preferred Stock’’) and 53,667 shares of common stock for approximately $1.2 million. In addition, the Company's board of directors approved the grant of options to purchase 53,667 shares of common stock. The price of the common stock issued and the exercise price of the options granted were deemed to be less than their fair value for financial statement reporting purposes by approximately $3.9 million. Included in the stock subscription agreements were call provisions which gave the Company, under certain circumstances, the right to repurchase the common and preferred shares for a price less than estimated market value for a four year period. The options also had a four year vesting schedule. As a result, the total unearned compensation of $3.9 million was being amortized over four years. The Company recognized $245,000 and $490,000 in compensation expense as of the three and nine month periods ended September 30, 2005, respectively. As of September 30, 2005, there were options to purchase an aggregate of 454,612 shares of the Company's common stock issued pursuant to the Company's 2004 Management Stock Plan outstanding, including the options to purchase 53,667 shares of common stock that were issued thereunder in 2005 as discussed above. The Company’s call provision terminated and all of the options became fully vested upon the consummation of the IPO on October 17, 2005, and the unamortized balance of unearned compensation of approximately $3.4 million was recognized as compensation expense at that date.

Preferred Share Exchange

In August 2005, the holders of all of the Series A Preferred Stock agreed to amend the terms of the Series A Preferred Stock to make it automatically convert into shares of the Company's common stock upon the closing of an initial public offering of shares of the Company's common stock. The conversion price was equal to the IPO price of shares of the Company's common stock. This agreement was effected by the Company's amended and restated certificate of incorporation which became effective on October 5, 2005. All accrued but unpaid dividends on the Series A Preferred Stock through the date of the conversion remained payable in cash.

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2005 Management Omnibus Incentive Plan

In October 2005, the Company adopted the TAL International Group, Inc. 2005 Management Omnibus Incentive Plan (the ‘‘2005 Plan’’), which provides for the issuance of awards in the form of stock options, stock appreciation rights and restricted stock. A total of 2,500,000 shares of common stock have been reserved for issuance under the 2005 Plan. In October 2005, the board of directors approved the grant of options under the 2005 Plan to purchase an aggregate of 612,195 shares of the Company’s common stock upon consummation of the IPO with an exercise price equal to the IPO price of the common stock.

Note 7 — Related Party Transactions

The Company recognized $1.3 million and $4.6 million, respectively, for the three and nine months ended September 30, 2005 of management fees and expenses relating to the management consulting agreements with certain of the Company’s stockholders. The management consulting agreements were terminated as of the effective date of the IPO, October 17, 2005.

During the three and nine months ended September 30, 2005, the Company paid $0.2 million and $0.4 million, respectively, in Board of Directors fees to related parties.

Prior to the Acquisition and in the normal course of its operations, the Predecessor had transactions with its Parent and their affiliates. These transactions consisted of borrowings and repayments, capital transactions, interest on advances and pension, stock savings plans and other post retirement benefits. Other Parent costs included legal, human resources, finance and certain information technology functions. The allocation of these costs was based upon specific identification, salary and headcount statistics and estimates based on analyses of time spent by individual employees. Had the Predecessor not been part of the consolidated operations of TFC, actual expenses incurred may have been different. The following table sets forth certain of these transactions and their effects on the combined consolidated financial statements for the three and nine months ended September 30, 2004 (in thousands, except percentage amounts): 


  Predecessor Predecessor
  Three months ended
September 30, 2004
Nine months ended
September 30, 2004
TFC allocated interest $ 6,722   $ 20,001  
Average annual interest rate   3.75   3.85
Employee compensation $   $ 8,968  
Other Parent costs $ 1,667   $ 5,001  

Note 8 — Segment and Geographic Information

Industry Segment Information

The Company currently operates in one business segment, intermodal container leasing.

Geographic Segment Information

The Company's customers use containers on an interchangable basis across their many worldwide trade routes. The following table represents the allocation of domestic (U.S.) and international revenues for the periods indicated based the customers' primary domicile (in thousands):

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  Successor Predecessor Successor Predecessor
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2005 2004 2005 2004
Total revenues:                        
Domestic $ 7,866   $ 7,662   $ 23,474   $ 24,743  
Asia   36,790     34,290     106,918     101,482  
Europe   31,682     32,193     95,314     97,389  
Other international   4,741     3,892     13,438     12,207  
Total $ 81,079   $ 78,037   $ 239,144   $ 235,821  

As all of the Company's containers are used internationally, where no one container is domiciled in one particular place for a prolonged period of time, all of the Company's long-lived assets are considered to be international.

Note 9 — Commitments and Contingencies

At September 30, 2005, commitments for capital expenditures totaled approximately $25.9 million, principally through the remainder of 2005.

Note 10 — Income Taxes

The consolidated income tax expense for the three and nine month periods ended September 30, 2005 and 2004 was determined based upon estimates of the Company's consolidated effective income tax rates for the years ending December 31, 2005 and 2004, respectively. The difference between the consolidated effective income tax rate and the U.S. federal statutory rate is primarily attributable to state income taxes and the effect of certain permanent differences.

Note 11 — Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and foreign translation adjustments. No other elements of comprehensive income (loss) exist. Comprehensive income (loss) for the nine months ended September 30, 2005 and 2004 was $7.9 million and $18.4 million, respectively.

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ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated and combined financial condition and results of operations of TAL International Group, Inc. and its subsidiaries should be read in conjunction with related consolidated and combined financial data and our annual audited consolidated and combined financial statements and related notes thereto included in our registration statement on Form S-1 (File No. 333-126317) filed with the Securities and Exchange Commission (‘‘SEC’’), as such registration statement became effective on October 11, 2005. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under ‘‘Risk Factors’’ and ‘‘Forward-Looking Statements’’ in our Form S-1. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Our Company

We are one of the world's largest and oldest lessors of intermodal freight containers. Intermodal freight containers are large, standardized steel boxes used to transport freight by ship, rail or truck. Because of the handling efficiencies they provide, intermodal freight containers are the primary means by which many goods and materials are shipped internationally.

Our operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers. As of September 30, 2005, our fleet consisted of 624,356 containers including 77,526 containers under management for third parties, representing approximately one million twenty-foot equivalent units (TEU). We have an extensive global presence, offering leasing services through 19 offices in 12 countries and approximately 199 third party container depot facilities in 40 countries as of September 30, 2005. Our customers are among the world's largest shipping lines and include, among others, APL-NOL, CMA-CGM, Hanjin Shipping, Maersk Line, Mediterranean Shipping Company and NYK Line.

We lease three principal types of containers: (1) dry freight containers, which are used for general cargo such as manufactured component parts, consumer staples, electronics and apparel, (2) refrigerated containers, which are used for perishable items such as fresh and frozen foods, and (3) special containers, which are used for heavy and oversized cargo such as marble slabs, building products and machinery. We also manage our own container disposals, act as the disposal agent for a number of our shipping line customers, and buy and sell used containers through our Trader group. As of September 30, 2005, dry, refrigerated, special containers and Trader represented 85%, 6%, 7% and 2% of our fleet on a unit basis, respectively.

The following tables provide the composition of our equipment fleet as of the dates indicated below (in both units and TEU’s):


  Equipment Fleet in Units
  September 30, 2005 December 31, 2004 September 30, 2004
  Owned Managed Total Owned Managed Total Owned Managed Total
Dry   470,679     59,563     530,242     478,171     60,219     538,390     479,221     61,105     540,326  
Refrigerated   34,322     1,648     35,970     34,154     1,697     35,851     34,072     1,706     35,778  
Special   27,443     16,315     43,758     29,145     17,652     46,797     29,751     17,963     47,714  
Subtotal   532,444     77,526     609,970     541,470     79,568     621,038     543,044     80,774     623,818  
Trader   14,386     ——     14,386     5,531     ——     5,531     5,225     ——     5,225  
Total   546,830     77,526     624,356     547,001     79,568     626,569     548,269     80,774     629,043  

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  Equipment Fleet in TEU's
  September 30, 2005 December 31, 2004 September 30, 2004
    Owned     Managed   Total   Owned     Managed   Total   Owned     Managed   Total
Dry   746,089     101,184     847,273     757,690     101,511     859,201     755,395     102,858     858,253  
Refrigerated   61,019     2,435     63,454     59,787     2,521     62,308     59,383     2,533     61,916  
Special   42,195     26,594     68,789     44,796     28,586     73,382     45,772     29,086     74,858  
Subtotal   849,303     130,213     979,516     862,273     132,618     994,891     860,550     134,477     995,027  
Trader   22,985         22,985     7,500         7,500     7,307         7,307  
Total   872,288     130,213     1,002,501     869,773     132,618     1,002,391     867,857     134,477     1,002,334  

We lease our containers on a per diem basis to our customers under three types of leases: long-term leases, service leases and finance leases. Long-term leases, typically with terms of three to eight years, provide us with stable cash flow and low transaction costs by requiring customers to maintain specific containers on-hire for the duration of the lease. Service leases command a premium per diem rate in exchange for providing customers with a greater level of operational flexibility by allowing the pick-up and drop-off of containers during the lease term. Finance leases, which are typically structured as full payout leases, provide for a predictable recurring revenue stream with the lowest daily cost to the customer because customers are generally required to retain the container for the duration of its useful life. In each case, our leases require lessees to maintain the containers in good operating condition, defend and indemnify us from liabilities relating to the containers’ contents and handling and return the containers to specified drop-off locations. As of September 30, 2005, 90% of our containers were on-hire to customers, with 59% of our containers on long-term leases, 27% on service leases or long-term leases whose fixed terms have expired but for which the related units remain on-hire and for which we continue to receive rental payments, and 4% on finance leases. In addition, 7% of our containers were available for lease and 3% were available for sale.

The following table provides a summary of our lease portfolio as of the dates indicated below:


Lease Portfolio * September 30,
2005
December 31,
2004
September 30,
2004
Finance lease   4.3   1.2   1.0
Long-term lease   59.2     64.4     64.5  
Service lease   26.7     28.3     29.5  
Total leased   90.2     93.9     95.0  
Existing units available for lease   4.4     2.9     2.7  
New units available for lease   2.8     1.5     0.6  
Available for sale   2.6     1.7     1.7  
Total portfolio   100.0   100.0   100.0
* Based on units in fleet.

Our operating performance in 2005 has generally been strong. Growth in world containerized trade has created strong demand for containers for the last several years, and this, combined with the high portion of our containers on long-term lease, has resulted in high utilization for our container fleet. In addition, prices for new dry containers increased by nearly 50% from late 2003 to mid 2005, leading to increased market lease rates for new dry containers. As a result, our average leasing rate for dry containers has increased over the last two years. Strong demand for containers and the higher price of new dry containers has also supported an increase in the sale price of our used containers, and we have realized substantial gains on the sales of our used containers in 2005.

The following table sets forth our average container fleet utilization for the periods indicated below:


  September 30,
2005
September 30,
2005
September 30,
2004
September 30,
2004
  3 months 9 months 3 months 9 months
Average Utilization   89.8   90.9   93.9   92.2

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While our container utilization is still strong, it is operating slightly below our December 31, 2004 utilization level due to our increased buying of new containers and a build-up of container inventories in Asia by leasing companies and shipping lines. Many leasing companies and shipping lines placed large container orders in the first half of 2005 due to expectations for continued strong growth in world trade. While growth in overall container liftings is estimated by Clarkson's Research Studies to reach approximately 10% for 2005, it is our understanding that most shipping lines are experiencing an unexpected improvement in container operating efficiency this year, and many newly produced containers have not yet been picked up from the factories. We believe that this improved efficiency is a result of a reduction in the congestion that slowed operations at North American and European ports and caused rail delays in 2004. In addition, partially as a result of this excess inventory of new containers and partially due to a reduction in Asian steel prices, new container prices have dropped significantly from the level reached in the second quarter of 2005, though they still remain higher than the average price level experienced during 1999-2003. If new container prices fall much further, it will become difficult for us to continue to increase leasing rates, and the selling prices for our used containers could be negatively impacted.

In response to the oversupply of new containers, we reduced our level of container orders for the third and fourth quarters of 2005. However, we estimate that the oversupply of new containers has been reduced by over 50% since the beginning of the third quarter, and we expect the number of new containers available for lease to return to normal levels for us and the market by the end of 2005. As a result, our purchasing plans for 2006 have not been changed.

Initial Public Offering

On October 17, 2005, we completed an initial public offering ("IPO") of our common stock that generated net proceeds of $189.2 million. We used the net proceeds, together with additional borrowings under our restructured senior secured borrowing facilities and available cash to repay the entire outstanding balance on our senior unsecured debt and all of our accrued preferred dividends. In addition, all of our outstanding preferred stock was converted to common stock at the offering price and no preferred stock remains outstanding. The IPO and the related transactions have resulted in the following:

1)  The number of outstanding common shares increased from 10,204,173 on a split-adjusted basis as of September 30, 2005 to 32,882,208 upon completion of the IPO
2)  The total amount of outstanding debt decreased from $1,057 million on September 30, 2005 to $897 million upon completion of the IPO
3)  Our average effective interest rate decreased from 7.3% the day immediately prior to the IPO to 5.4% the day immediately after the IPO and the related transactions
4)  Management agreements with certain affiliates and the associated management fees were terminated upon completion of the IPO

Basis of Presentation

TAL International Group, Inc. (‘‘TAL,’’ the ‘‘Company,’’ or ‘‘Successor’’) was formed on October 26, 2004 and commenced operations on November 4, 2004 with the completion of the acquisition transaction described below. The agreements affecting this acquisition provided for an effective date of October 31, 2004, at which date the risks and rewards of ownership of the business were transferred to TAL. TAL consists of the consolidated accounts of Trans Ocean Ltd. (‘‘TOL’’) and TAL International Container Corporation, formerly known as Transamerica Leasing Inc., (‘‘TALI’’) and their subsidiaries.

Transamerica Maritime Container (the ‘‘Predecessor’’) consisted of the maritime container operations of Transamerica Finance Corporation (‘‘TFC,’’ the ‘‘Parent’’ or ‘‘Parent Company’’). The combined consolidated financial statements of the Predecessor have been derived from the accounting records of TOL and TALI and certain of their subsidiaries. Material intercompany and inter-division balances have been eliminated in combination and consolidation. TOL and TALI were wholly owned indirect subsidiaries of TFC, which is an indirect subsidiary of AEGON N. V.

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Effective October 31, 2004, TAL acquired all of the outstanding capital stock of TOL and TALI for approximately $1.2 billion in cash, including $275.0 million of financing provided by the seller. This acquisition of TOL and TALI is referred to as the ‘‘Acquisition.’’ The Acquisition was accounted for using the purchase method of accounting, and, accordingly, the consideration paid has been allocated based on the estimated fair values of the assets acquired and liabilities assumed.  The financial statements for periods prior to November 1, 2004 have been prepared using the Predecessor’s historical basis in the assets and liabilities presented as of the dates specified therein and the historical results of operations for such periods on a combined basis.

Results of Operations

The following table summarizes our results of operations for the three and nine months ended September 30, 2005 and 2004 in dollars and as a percentage of total revenues.


  Successor Predecessor Successor Predecessor
  Three months Ended September 30, Nine Months Ended September 30,
  2005 2004 2005 2004
  Dollars Percent Dollars Percent Dollars Percent Dollars Percent
Leasing revenues * $ 71,001     87.6 $ 72,701     93.2 $ 215,084     89.9 $ 218,389     92.6
Equipment trading revenue   7,774     9.6     3,173     4.1     17,173     7.2     8,790     3.7  
Management fee income   1,566     1.9     1,679     2.1     4,978     2.1     5,520     2.4  
Other revenues   738     0.9     484     0.6     1,909     0.8     3,122     1.3  
Total revenues   81,079     100.0     78,037     100.0     239,144     100.0     235,821     100.0  
Equipment trading expenses   6,026     7.4     2,326     3.0     13,257     5.6     6,504     2.8  
Direct operating expenses   6,393     7.9     6,862     8.8     20,428     8.6     20,350     8.6  
Administrative expenses   9,411     11.6     8,372     10.7     28,362     11.9     25,822     11.0  
Depreciation and amortization   29,418     36.3     35,914     46.0     88,076     36.8     107,475     45.5  
Equipment rental expense   17     0.0     1,402     1.8     279     0.1     4,217     1.8  
Provision for doubtful accounts   528     0.7     880     1.1     567     0.2     1,899     0.8  
Net (gain) loss on sale of leasing equipment   (1,178   (1.5   695     0.9     (8,133   (3.4   6,679     2.8  
Write-off of deferred financing costs   24,313     30.0             24,313     10.2          
Interest and debt expense   21,239     26.2     6,722     8.6     63,849     26.7     20,001     8.5  
Unrealized (gain) on interest rate swaps   (7,589   (9.4           (8,975   (3.8        
Other Parent Company charges and management fees   1,346     1.7     1,667     2.2     4,598     1.9     13,969     5.9  
Total expenses   89,924     110.9     64,840     83.1     226,621     94.8     206,916     87.7  
(Loss) income before income taxes   (8,845   (10.9   13,197     16.9     12,523     5.2     28,905     12.3  
Income (benefit) tax expense   (3,090   (3.8   4,838     6.2     4,577     1.9     10,561     4.5  
Net (loss) income $ (5,755   (7.1 )%  $ 8,359     10.7 $ 7,946     3.3 $ 18,344     7.8
•  Includes income recognized on direct financing leases.

Comparison of Three Months Ended September 30, 2005 to Three Months Ended September 30, 2004.

Revenues. Total revenues were $81.1 million for the three months ended September 30, 2005, compared to $78.0 million for the three months ended September 30, 2004, an increase of $3.1 million, or 4.0%. The increase was primarily due to higher equipment trading revenue of $4.6 million, resulting from an increase in sales volume and equipment sales prices. The increase in equipment trading revenue was partially offset by a $1.7 million decrease in leasing revenue, primarily resulting from a decrease in equipment utilization.

Equipment trading expenses. Equipment trading expenses were $6.0 million for the three months ended September 30, 2005, compared to $2.3 million for the three months ended September 30, 2004, an increase of $3.7 million, resulting from more units sold and the higher cost basis of equipment sold.

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Direct operating expenses. Direct operating expenses were $6.4 million for the three months ended September 30, 2005, compared to $6.9 million for the three months ended September 30, 2004, a decrease of $0.5 million or 7.2%. During the three months ended September 30, 2005, positioning costs declined by $0.4 million compared to the same period of 2004, and repairs were $0.9 million lower in the three months ended September 30, 2005 compared to the same period of 2004 due to a decrease in the number of units repaired. These declines were partially offset by an increase in storage costs of $0.8 million due to a decline in utilization.

Administrative expenses. Administrative expenses were $9.4 million for the three months ended September 30, 2005, compared to $8.4 million for the three months ended September 30, 2004, an increase of $1.0 million or 11.9%. This increase was primarily due to higher professional fees and other administrative expenses related to becoming a public company.

Depreciation and amortization. Depreciation and amortization was $29.4 million for the three months ended September 30, 2005, compared to $35.9 million for the three months ended September 30, 2004, a decrease of $6.5 million or 18.1%. The decrease was primarily due to purchase accounting. Under purchase accounting each unit was assigned a fair value at the date of the Acquisition. The net book value assigned to the fleet under purchase accounting was $1,101.2 million, as compared to the net book value of acquired fleet of $1,057.8 million, an increase of $43.4 million or 4.1%. However, the allocation of values to the specific units had the effect of increasing values of the younger containers, while decreasing values of the older containers. Since the younger containers have a longer remaining depreciable life, this shift in value resulted in lower overall depreciation.

Equipment rental expense. Equipment rental expense was zero for the three months ended September 30, 2005, compared to $1.4 million for the three months ended September 30, 2004, a decrease of $1.4 million. The decrease was primarily due to the purchase of certain equipment in the first quarter of 2005 that was previously leased-in under operating leases.

Provision for doubtful accounts. Provision for doubtful accounts was $0.5 million for the three months ended September 30, 2005, compared to a provision of $0.9 million for the three months ended September 30, 2004. The decrease is primarily due to improved credit conditions in 2005.

Net (gain) loss on sale of leasing equipment. Gain on sale of equipment was $1.2 million for the three months ended September 30, 2005, compared to a loss of $0.7 million for the three months ended September 30, 2004, an increase of $1.9 million. The increase was primarily due to increased selling prices for our used containers, as well as a higher number of units sold.

Write-off of deferred financing costs. Write-off of deferred financing costs was $24.3 million for the three months ended September 30, 2005, compared to zero for the three months ended September 30, 2004. As a result of refinancing our senior secured credit facility on August 1, 2005, we wrote off $24.3 million of unamortized financing costs that were previously deferred.

Interest and debt expense. Interest and debt expense was $21.2 million for the three months ended September 30, 2005, compared to $6.7 million for the three months ended September 30, 2004, an increase of $14.5 million. The increase was primarily due to changes in our capital structure resulting from the Acquisition, which increased our debt level and effective interest rate.

Unrealized (gain) on interest rate swaps. Unrealized (gain) on interest rate swaps was $7.6 million for the three months ended September 30, 2005, compared to zero for the three months ended September 30, 2004. We entered into interest rate swap agreements on December 14, 2004 to fix the floating interest rate on our senior secured credit facility. The interest rate swaps were accounted for on a mark-to-market basis and their fair value was approximately $11.4 million at September 30, 2005, as compared to $3.8 million at June 30, 2005, with the increase in fair value due to an increase in interest rates.

Other Parent Company charges and management fees. Other Parent Company charges and management fees were $1.3 million for the three months ended September 30, 2005, compared to $1.7 million for the three months ended September 30, 2004. Other Parent Company charges of $1.7 million for the three months ended September 30, 2004 represented allocated overhead costs for

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services such as legal, human resources, finance and certain information technology functions. Management fees of $1.3 million in the three months ended September 30, 2005 are payable pursuant to certain management agreements which terminated upon the completion of the IPO in October 2005.

Income tax (benefit) expense. Income tax benefit was ($3.1) million for the three months ended September 30, 2005, compared to an income tax expense of $4.8 million for the three months ended September 30, 2004, and the effective tax rates for the periods were 34.9% and 36.7% respectively. The state tax rate was reduced from 3% to 1% in the nine months ended September 30, 2005 as a result of a favorable change in New York State tax law. This change resulted in the effective rate being reduced from 36.7% to 35.7%. The remaining difference in the rate between 35.7% and 34.9% is due to the effect of certain permanent differences. In conjunction with the Acquisition, both the seller and the purchaser elected to have the provisions of Internal Revenue Code Section 338(h)(10) apply to the sale, resulting in the transaction being treated as a taxable asset sale for U.S. federal income tax purposes. As a result of this election, the tax basis of our assets was adjusted to fair market value for U.S. federal income tax purposes, resulting in tax depreciation allowances over periods ranging from 5 to 7 years as well as the elimination of the net deferred U.S. federal income tax liability balance that existed immediately prior to the sale.

We do not expect to pay U.S. federal income taxes for the foreseeable future, although we will be recording income tax expense, due to the following:

1)  The Section 338(h)(10) election associated with the Acquisition, and the availability of accelerated U.S. tax depreciation to the existing container fleet, and
2)  The availability of accelerated U.S. tax depreciation on our future purchases of containers.

Net (loss) income. Net loss was ($5.8) million for the three months ended September 30, 2005, compared to net income of $8.4 million for the three months ended September 30, 2004, a decrease of $14.2 million. The decrease in net income was due to all of the factors discussed above.

Comparison of Nine Months Ended September 30, 2005 to Nine Months Ended September 30, 2004.

Revenues. Total revenues were $239.1 million for the nine months ended September 30, 2005, compared to $235.8 million for the nine months ended September 30, 2004, an increase of $3.3 million, or 1.4%. The increase was primarily due to an increase in equipment trading revenue of $8.4 million resulting from an increase in sales volume and equipment sales prices. This increase was partially offset by a decrease in leasing revenues of $3.3 million primarily resulting from a decline in utilization.

Equipment trading expenses. Equipment trading expenses were $13.3 million for the nine months ended September 30, 2005, compared to $6.5 million for the nine months ended September 30, 2004, an increase of $6.8 million or 104.6%, resulting from more units sold and the higher cost basis of equipment sold.

Direct operating expenses. Direct operating expenses were $20.4 million for the nine months ended September 30, 2005, basically unchanged as compared to the nine months ended September 30, 2004. During the nine months ended September 30, 2004, we recovered units on lease from non-performing customers, previously provided for under our allowance policy. This recovery resulted in a reversal of the provision of $2.7 million in the first nine months of 2004. During the nine months ended September 30, 2005, positioning costs declined by $1.5 million compared to the same period of 2004. Additionally, costs such as storage, handling and repairs were $1.8 million lower in the nine months ended September 30, 2005 compared to the same period of 2004.

Administrative expenses. Administrative expenses were $28.4 million for the nine months ended September 30, 2005, compared to $25.8 million for the nine months ended September 30, 2004, an increase of $2.6 million or 10.1%. This increase was primarily due to higher professional fees and other administrative expenses related to becoming a public company.

Depreciation and amortization. Depreciation and amortization was $88.1 million for the nine months ended September 30, 2005, compared to $107.5 million for the nine months ended September

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30, 2004, a decrease of $19.4 million or 18.0%. The decrease was primarily due to purchase accounting. Under purchase accounting each unit was assigned a fair value at the date of the Acquisition. The net book value assigned to the fleet under purchase accounting was $1,101.2 million, as compared to the net book value of acquired fleet of $1,057.8 million, an increase of $43.4 million or 4.1%. However, the allocation of values to the specific units had the effect of increasing values of the younger containers, while decreasing values of the older containers. Since the younger containers have a longer remaining depreciable life, this shift in value resulted in lower overall depreciation.

Equipment rental expense. Equipment rental expense was $0.3 million for the nine months ended September 30, 2005, compared to $4.2 million for the nine months ended September 30, 2004, a decrease of $3.9 million or 92.9%. The decrease was primarily due to the purchase of certain equipment in the first quarter 2005 that was previously leased-in under operating leases.

Provision for doubtful accounts. Provision for doubtful accounts was $0.6 million for the nine months ended September 30, 2005, compared to a provision of $1.9 million for the nine months ended September 30, 2004. The decrease is primarily due to improved credit conditions in 2005.

Net (gain) loss on sale of leasing equipment. Gain on sale of equipment was $8.1 million for the nine months ended September 30, 2005 compared to a loss of $6.7 million for the nine months ended September 30, 2004, an increase of $14.8 million. The increase was primarily due to increased selling prices for our used containers.

Write-off of deferred financing costs. Write-off of deferred financing costs was $24.3 million for the nine months ended September 30, 2005, compared to zero for the nine months ended September 30, 2004, an increase of $24.3 million. As a result of refinancing our senior secured credit facility on August 1, 2005, we wrote off $24.3 million of unamortized financing costs that were previously deferred.

Interest and debt expense. Interest and debt expense was $63.8 million for the nine months ended September 30, 2005, compared to $20.0 million for the nine months ended September 30, 2004, an increase of $43.8 million. The increase was primarily due to changes in our capital structure resulting from the Acquisition, which increased our debt level and effective interest rate.

Unrealized (gain) on interest rate swaps. Unrealized (gain) on interest rate swaps was $9.0 million for the nine months ended September 30, 2005, compared to zero for the nine months ended September 30, 2004. We entered into interest rate swap agreements on December 14, 2004 to fix the floating interest rate on our senior secured credit facility. The interest rate swaps were accounted for on a mark-to-market basis and their fair value was approximately $11.4 million at September 30, 2005 as compared to $2.4 million at December 31, 2004, with the increase in fair value due to an increase in interest rates.

Other Parent Company charges and management fees. Other Parent Company charges and management fees were $4.6 million for the nine months ended September 30, 2005, compared to $14.0 million for the nine months ended September 30, 2004. During the first nine months of 2004, our former parent paid $9.0 million of incentive and other management compensation to certain of our employees and allocated $5.0 million of certain overhead costs for services such as legal, human resources, finance and certain information technology functions. The payment for incentive and management compensation was the result of a retention and incentive program established by our former parent that was triggered in January 2004 by the sale of other businesses by our former parent. In the first nine months of 2005, we recognized an expense of $4.6 million of management fees payable under certain management agreements, which were terminated upon completion of the IPO in October 2005.

Income tax (benefit) expense. Income tax expense was $4.6 million for the nine months ended September 30, 2005, compared to $10.6 million for the nine months ended September 30, 2004, a decrease of $6.0 million, and the effective tax rates for the periods were 36.6% and 36.5 % respectively. The state tax rate was reduced from 3% to 1% in the nine months ended September 30, 2005 as a result of a favorable change in the New York State tax law. The benefit of the state tax rate reduction was substantially offset by the effect of certain permanent differences. In conjunction with

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the Acquisition, both the seller and the purchaser elected to have the provisions of Internal Revenue Code Section 338(h)(10) apply to the sale, resulting in the transactions being treated as a taxable asset sale for U.S. federal income tax purposes. As a result of this election, the tax basis of our assets was adjusted to fair market value for U.S. federal income tax purposes, resulting in tax depreciation allowances over periods ranging from 5 to 7 years as well as the elimination of the net deferred U.S. federal income tax liability balance that existed immediately prior to the sale.

We do not expect to pay U.S. federal income taxes for the foreseeable future, although we will be recording income tax expense, due to the following:

1)  The Section 338(h)(10) election associated with the Acquisition, and the availability of accelerated U.S. tax depreciation to the existing container fleet, and
2)  The availability of accelerated U.S. tax depreciation on our future purchases of containers.

Net income (loss). Net income was $7.9 million for the nine months ended September 30, 2005 compared to net income of $18.3 million for the nine months ended September 30, 2004, a decrease of $10.4 million. The decrease in net income was due to all of the factors discussed above.

Liquidity and Capital Resources 

Our principal sources of liquidity are cash flows generated from operations and borrowings under our senior secured credit facility and our asset securitization facility. Our cash flows will be used to finance capital expenditures, provide working capital and meet debt service requirements. We believe that cash from operations and existing cash, together with available borrowings under our senior secured credit facility and our asset securitization facility will be sufficient to meet our liquidity requirements for at least the next twelve months. However, our future operating performance and ability to extend or refinance our indebtedness will be dependent on future economic conditions and financial, business and other factors that are beyond our control.

Historically, our primary funding source had been cash provided by operations and cash from the sale of our owned used containers. Prior to the Acquisition, we had the ability to borrow from our former parent. As a result of the Acquisition, however, our capital structure changed, and we are now dependent on third parties for financing.

In connection with the financing of the Acquisition, we entered into an $875.0 million senior secured credit facility and made initial borrowings of $805.0 million thereunder. At that time we also entered into a $275.0 million senior unsecured credit agreement with an affiliate of our former parent and made initial borrowings of $275.0 million thereunder. In addition, certain of our equity investors made preferred and common equity investments in us totaling $200.1 million.

Effective August 1, 2005, we entered into a new asset securitization facility which provides for advances from time to time up to a maximum aggregate principal amount of $875.0 million. We used the proceeds of our initial borrowings of $705.0 million under this facility to repay a portion of the outstanding principal amount of the $875.0 million senior secured credit facility that we entered into in connection with the Acquisition. In connection with our new asset securitization facility and the application of our initial borrowings thereunder, effective August 1, 2005, we amended and restated the $875.0 million senior secured credit facility that we entered into in connection with the Acquisition to, among other things, reduce the maximum aggregate commitment amount thereunder to $175.0 million. Accordingly, as of September 30, 2005, our debt structure consisted of an $875.0 million asset securitization facility, a $175.0 million senior secured credit facility and a $275.0 million senior unsecured credit agreement.

On October 17, 2005, we completed an initial public offering of our common stock that generated net proceeds of $189.2 million. We used the net proceeds of this offering, together with additional borrowings under the new asset securitization facility and the amended and restated senior secured credit facility, to repay the entire outstanding balance on our senior unsecured debt of $275.0 million. In addition, all of our outstanding preferred stock was converted to common stock at the offering price and no preferred stock remains outstanding.

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Cash Flow

The following table sets forth certain cash flow information for the nine months ended September 30, 2005 and the nine months ended September 30, 2004.


  Successor Predecessor
  Nine Months
Ended
September 30,
2005
Nine Months
Ended
September 30,
2004
Net cash provided by operating activities $ 131,943   $ 89,919  
Purchases of leasing equipment $ (132,235 $ (243,257
Investment in direct finance leases   (42,110   (2,829
Proceeds from disposition of equipment   77,213     48,183  
Cash collected on direct finance lease receivables,
net of unearned income
  4,181     1,816  
Net cash (used in) investing activities $ (92,951 $ (196,087
Net cash (used in) / provided by financing activities $ (13,794 $ 106,026  

Operating Activities

Net cash provided by operating activities increased by $42.0 million to $131.9 million in the nine months ended September 30, 2005, compared to $89.9 million in the nine months ended September 30, 2004. In the nine months ended September 30, 2004 there were cash uses of $30.6 million in respect of U.S. Federal income taxes, while in the nine months ended September 30, 2005 we had no U.S. Federal income tax liability. In addition, accounts payable and accrued expenses increased at September 30, 2005 due to more new equipment purchases on account and more accrued interest in the nine months ended September 30, 2005 as compared to the same period in 2004.

Investing Activities

Net cash used in investing activities decreased by $103.1 million to $93.0 million in the nine months ended September 30, 2005, as compared to $196.1 million in the nine months ended September 30, 2004. Capital expenditures were $174.3 million, including investments in direct finance leases of $42.1 million, in the nine months ended September 30, 2005, compared to $246.1 million, including investment in direct finance leases of $2.8 million, in the nine months ended September 30, 2004. On January 2, 2004, we elected to exercise a purchase option for 67,251 units for $150.7 million that we had formerly leased-in on an operating lease. Excluding this purchase of existing containers, capital expenditures increased primarily due to an increase in the level of procurement and an increase in new container prices. Sales proceeds from the disposal of equipment increased $29.0 million to $77.2 million in the nine months ended September 30, 2005, compared to $48.2 million in the nine months ended September 30, 2004. The increase was due to higher container sales prices and an increase in units sold. Net cash provided from finance receivables increased by $2.4 million to $4.2 million for the nine months ended September 30, 2005, compared to $1.8 million for the nine months ended September 30, 2004.

Financing Activities

Prior to the Acquisition, our primary source of financing was our former parent, which resulted in borrowings or repayments and capital transactions with our former parent. Since the Acquisition, our principal source of financing has been borrowings under our asset securitization facility and our senior secured credit facility.

Net cash used in financing activities was $13.8 million for the nine months ended September 30, 2005, compared to net cash provided by financing activities of $106.0 million for the nine months ended

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September 30, 2004. In the nine months ended September 30, 2005, net cash used in financing activities was primarily used to pay down borrowings under our senior secured credit facility. Additionally, we sold 1,205 shares of our Series A 12.0% cumulative senior preferred stock and 53,667 shares of our common stock to certain members of our management for approximately $1.2 million in April 2005.

Contractual Obligations

We are parties to various operating leases and are obligated to make payment related to our long term borrowings. We are also obligated under various commercial commitments, including obligations to our equipment manufacturers. Our equipment manufacturer obligations are in the form of conventional accounts payable, and are satisfied from cash flows from operating and long term financing activities.

The following table summarizes our contractual obligations and commercial commitments as of September 30, 2005.


  Payments Due by Period
  (dollars in millions)
Contractual Obligations: Total Less than 1
year (2005)
1-3 years
(2006-2008)
3-5 years
(2009-2011)