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EX-32.1 - EXHIBIT 32.1 - Triton International Ltdexhibit3216-30x2017.htm
EX-32.2 - EXHIBIT 32.2 - Triton International Ltdexhibit3226-30x2017.htm
EX-31.2 - EXHIBIT 31.2 - Triton International Ltdexhibit3126-30x2017.htm
EX-31.1 - EXHIBIT 31.1 - Triton International Ltdexhibit3116-30x2017.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2017
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from                             to   
Commission file number- 001-37827
Triton International Limited
(Exact name of registrant as specified in the charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
 
98-1276572
(I.R.S. Employer
Identification Number)
 
 
 
22 Victoria Street, Hamilton HM12, Bermuda
(Address of principal executive office)
 
 
 
(441) 295-2287
(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 ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o
 
 
 
Accelerated Filer o
 
 
Non-accelerated filer ý
 
 
 
(Do not check if a smaller reporting company)
 
 
 
 
 
 
Smaller reporting company o
 
 
 
 
 
 
Emerging growth company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). YES o    NO ý
As of August 7, 2017, there were 74,536,402 common shares, $0.01 par value, of the Registrant outstanding.
 



Triton International Limited
Index
 
 
Page No.
 
 
 
 
 


2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the Securities and Exchange Commission, or SEC, or in connection with oral statements made to the press, potential investors or others. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "expect," "estimate," "anticipate," "predict," "believe," "think," "plan," "will," "should," "intend," "seek," "potential" and similar expressions and variations are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements in this report are subject to a number of known and unknown risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those described in the forward-looking statements, including, but not limited to, the risks and uncertainties described in this Report on Form 10-Q, the section entitled "Risk Factors" in our Annual Report on Form 10-K, filed with the SEC on March 17, 2017, as amended (the "Form 10-K"), as well as in the other documents we file with the SEC from time to time, and such risks and uncertainties are specifically incorporated herein by reference.
Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the SEC, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented in this report.


3


ITEM 1.    FINANCIAL STATEMENTS
TRITON INTERNATIONAL LIMITED
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
 
June 30,
2017
 
December 31,
2016
ASSETS:
 
 
 
Leasing equipment, net of accumulated depreciation of $1,994,936 and $1,787,505
$
7,813,214

 
$
7,370,519

Net investment in finance leases
325,125

 
346,810

Equipment held for sale
72,824

 
99,863

Revenue earning assets
8,211,163

 
7,817,192

Cash and cash equivalents
169,659

 
113,198

Restricted cash
112,118

 
50,294

Accounts receivable, net of allowances of $27,791 and $28,609
187,364

 
173,585

Goodwill
236,665

 
236,665

Lease intangibles, net of accumulated amortization of $103,406 and $56,159
199,350

 
246,598

Insurance receivables

 
17,170

Other assets
51,038

 
53,126

Fair value of derivative instruments
6,604

 
5,743

Total assets
$
9,173,961

 
$
8,713,571

LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Equipment purchases payable
$
153,594

 
$
83,567

Fair value of derivative instruments
9,625

 
9,404

Accounts payable and other accrued expenses
116,604

 
143,098

Net deferred income tax liability
325,836

 
317,316

Debt, net of unamortized deferred financing costs of $36,089 and $19,999
6,747,002

 
6,353,449

Total liabilities
7,352,661

 
6,906,834

Shareholders' equity:
 
 
 
Common shares, $0.01 par value, 294,000,000 shares authorized 74,536,402 and 74,376,025 shares issued and outstanding, respectively
745

 
744

Undesignated shares $0.01 par value, 6,000,000 shares authorized, no shares issued and outstanding

 

Additional paid-in capital
693,715

 
690,418

Accumulated earnings
965,057

 
945,313

Accumulated other comprehensive income
23,953

 
26,758

Total shareholders' equity
1,683,470

 
1,663,233

Non-controlling interests
137,830

 
143,504

Total equity
1,821,300

 
1,806,737

Total liabilities and shareholders' equity
$
9,173,961

 
$
8,713,571

   



The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

4


TRITON INTERNATIONAL LIMITED
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Leasing revenues:
 
 
 
 
 
 
 
Operating leases
$
276,160

 
$
156,367

 
$
535,745

 
$
317,362

Finance leases
5,779

 
1,966

 
11,796

 
3,996

Total leasing revenues
281,939

 
158,333

 
547,541

 
321,358

 
 
 
 
 
 
 
 
Equipment trading revenues
12,755

 

 
18,239

 

Equipment trading expenses
(11,427
)
 

 
(16,519
)
 

Trading margin
1,328

 

 
1,720

 

 
 
 
 
 
 
 
 
Net gain (loss) on sale of leasing equipment
9,639

 
(1,930
)
 
14,800

 
(3,767
)
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Depreciation and amortization
124,091

 
81,132

 
241,971

 
160,276

Direct operating expenses
15,609

 
12,015

 
37,563

 
26,482

Administrative expenses
22,068

 
13,166

 
45,035

 
27,679

Transaction and other costs
836

 
3,537

 
3,308

 
6,948

(Benefit) provision for doubtful accounts
(113
)
 
(52
)
 
461

 
(171
)
Total operating expenses
162,491

 
109,798

 
328,338

 
221,214

Operating income
130,415

 
46,605

 
235,723

 
96,377

Other expenses:
 
 
 
 
 
 
 
Interest and debt expense
70,777

 
33,491

 
134,281

 
67,189

Realized loss on derivative instruments, net
283

 
749

 
882

 
1,403

Unrealized loss (gain) on derivative instruments, net
789

 
4,133

 
(709
)
 
8,729

Write-off of deferred financing costs
43

 
141

 
43

 
141

Other (income), net
(974
)
 
(756
)
 
(1,716
)
 
(989
)
Total other expenses
70,918

 
37,758

 
132,781

 
76,473

Income before income taxes
59,497

 
8,847

 
102,942

 
19,904

Income tax expense
11,483

 
1,192

 
18,625

 
2,184

Net income
$
48,014

 
$
7,655

 
$
84,317

 
$
17,720

Less: income attributable to noncontrolling interest
2,343

 
1,481

 
4,035

 
2,804

Net income attributable to shareholders
$
45,671

 
$
6,174

 
$
80,282

 
$
14,916

Net income per common share—Basic
$
0.62

 
$
0.15

 
$
1.09

 
$
0.37

Net income per common share—Diluted
$
0.62

 
$
0.15

 
$
1.08

 
$
0.37

Cash dividends paid per common share
$
0.45

 
$

 
$
0.90

 
$

Weighted average number of common shares outstanding—Basic
73,763

 
40,362

 
73,752

 
40,361

Dilutive restricted shares
414

 

 
356

 

Weighted average number of common shares outstanding—Diluted
74,177

 
40,362

 
74,108

 
40,361

   
The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

5


TRITON INTERNATIONAL LIMITED
Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
48,014

 
$
7,655

 
$
84,317

 
$
17,720

Other comprehensive income (loss):
 
 
 
 
 
 
 
Change in fair value of derivative instruments designated as cash flow hedges (net of income tax effect of $(2,367), $0, $(2,109) and $0, respectively)
(4,349
)
 

 
(3,917
)
 

Reclassification of loss on interest rate swap agreements designated as cash flow hedges (net of income tax effect of $204, $0, $461 and $0, respectively)
490

 

 
1,000

 

Foreign currency translation adjustment
115

 
(245
)
 
112

 
(144
)
Other comprehensive (loss), net of tax
(3,744
)
 
(245
)
 
(2,805
)
 
(144
)
Comprehensive income
44,270

 
7,410

 
81,512

 
17,576

Less:
 
 
 
 
 
 
 
Comprehensive income attributable to noncontrolling interest
2,343

 
1,481

 
4,035

 
2,804

Comprehensive income, attributable to shareholders
$
41,927

 
$
5,929

 
$
77,477

 
$
14,772

   


















The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

6


TRITON INTERNATIONAL LIMITED
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
84,317

 
$
17,720

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
241,971

 
160,276

Amortization of deferred financing costs and other debt related amortization
6,761

 
2,672

Amortization of lease premiums
46,532

 

Share compensation expense
3,298

 
2,288

Net (gain) loss on sale of leasing equipment
(14,800
)
 
3,767

Unrealized (gain) loss on derivative instruments
(709
)
 
8,729

Write-off of deferred financing costs
43

 
141

Deferred income taxes
17,106

 
449

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
398

 
(2,010
)
Accounts payable and other accrued expenses
(25,396
)
 
(5,493
)
Net equipment sold for resale activity
248

 

Other assets
(2,316
)
 
746

Net cash provided by operating activities
357,453

 
189,285

Cash flows from investing activities:
 
 
 
Purchases of leasing equipment and investments in finance leases
(665,473
)
 
(64,098
)
Proceeds from sale of equipment, net of selling costs
90,139

 
60,820

Cash collections on finance lease receivables, net of income earned
29,953

 
7,911

Other
55

 
(574
)
Net cash (used in) provided by investing activities
(545,326
)
 
4,059

Cash flows from financing activities:
 
 
 
Redemption of common shares

 
(376
)
Debt issuance costs
(19,844
)
 
(5,068
)
Borrowings under debt facilities
1,582,882

 
44,700

Payments under debt facilities and capital lease obligations
(1,180,787
)
 
(188,304
)
(Increase) decrease in restricted cash
(61,824
)
 
1,656

Dividends paid
(66,384
)
 

Distributions to noncontrolling interest
(9,709
)
 
(12,853
)
Net cash provided by (used in) financing activities
244,334

 
(160,245
)
Net increase in cash and cash equivalents
$
56,461

 
$
33,099

Cash and cash equivalents, beginning of period
113,198

 
56,689

Cash and cash equivalents, end of period
$
169,659

 
$
89,788

Supplemental non-cash investing activities:
 
 
 
Equipment purchases payable
$
153,594

 
$
1,232


   The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these statements.

7

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1—Description of the Business
Description of the Business
Triton International Limited ("Triton" or the "Company"), through its subsidiaries, leases intermodal transportation equipment, primarily maritime containers, and provides maritime container management services through a worldwide network of service subsidiaries, third-party depots and other facilities. The majority of the Company's business is derived from leasing its containers to shipping line customers through a variety of long-term and short-term contractual lease arrangements. The Company also sells containers from its equipment leasing fleet as well as containers specifically acquired for resale from third parties. The Company's registered office is located in Bermuda.

On July 12, 2016, Triton Container International Limited ("TCIL") and TAL International Group, Inc. ("TAL") combined in an all-stock merger (the "Merger"). Under the terms of the transaction agreement, TCIL and TAL combined under a newly formed company, Triton.

The consideration for the transaction was paid with Triton common shares. TAL stockholders received one Triton common share in exchange for each TAL common share and TCIL shareholders received approximately 0.8 Triton common shares for each TCIL common share. The fair value of the consideration, or the purchase price, was approximately $510.2 million. This amount was derived based on the fair value of the shares issued to TAL stockholders on July 12, 2016 when the closing share price was $15.28 per share.
Basis of Presentation
The unaudited consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements.
The interim consolidated balance sheet as of June 30, 2017, the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016, and the consolidated statement of cash flows for the six months ended June 30, 2017 and 2016 are unaudited. The consolidated balance sheet as of December 31, 2016, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of June 30, 2017 and its consolidated results of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016, and the consolidated statement of cash flows for the six months ended June 30, 2017 and 2016. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2017 or for any other future annual or interim period.
The unaudited consolidated financial statements include TAL’s results of operations after July 12. 2016, the Merger completion date. The consolidated financial statements presented for periods prior to the Merger represent historical financial statements of TCIL, the accounting acquirer in the Merger.
These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K which was filed with the SEC on March 17, 2017. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain changes in presentation have been made to conform the prior period presentation to current period reporting.


8

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—Description of the Business (continued)
Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, estimates in connection with purchase accounting, residual value, depreciable lives, value of assets held for sale, and estimates related to the bankruptcy of a lessee (including amounts for recoveries under insurance policies as described below).
Lessee Bankruptcy in 2016
On August 31, 2016, Hanjin Shipping Co. ("Hanjin"), a lessee of the Company, filed for court protection and immediately began a liquidation process. At that time, the Company had approximately 87,000 container units on lease to Hanjin with a net book value of $243.3 million. As of June 30, 2017, the Company has gained control or negotiated the release of 92% of our containers previously leased to Hanjin of which approximately 70% are leased to other customers or sold.

The Company maintained credit insurance to cover the value of such containers that are unrecoverable, costs incurred to recover containers and a portion of lost lease revenue (limited up to six months or until a container is recovered, repaired, and available for re-lease) all subject to a deductible. The Company recorded a charge of $29.7 million during the third quarter ended September 30, 2016 comprised of bad debt expense and a charge for costs not expected to be recovered due to deductible limits in connection with the Hanjin bankruptcy. The insurance policies did not cover its pre-default receivables. The Company has negotiated a $45 million advance partial payment from its insurance providers, of which $44.5 million has been collected. The Company currently believes the anticipated losses as a result of Hanjin will be recoverable under the insurance policies, subject to the deductible limits.

Pro Forma Disclosure
The following table provides the unaudited pro forma results of operations, which gives effect to the Merger as if it had occurred on January 1, 2016. The pro forma results of operations reflects adjustments (i) to leasing revenues for the amortization of the excess of the fair value of operating lease contracts over the current market rate (ii) to adjust depreciation and amortization expense resulting from the write-down of leasing equipment to fair value and (iii) to eliminate non-recurring charges that were incurred in connection with the transactions including acquisition-related share-based compensation, transaction costs related to legal, accounting, and other advisory fees, and transaction costs related to retention and benefit costs.
The unaudited pro forma results do not include any anticipated synergies or other expected benefits of the Merger. The unaudited pro forma financial information presented below is not necessarily indicative of either future results of operations or results that might have been achieved had the Merger occurred as of January 1, 2016 (in thousands):
 
Three months ended
June 30, 2016
 
Six months ended
June 30, 2016
Total leasing revenues
$
271,653

 
$
553,279

Net income attributable to shareholders
$
4,925

 
$
12,373

Concentration of Credit Risk

The Company's equipment lease and trade receivables subject it to potential credit risk. The Company extends credit to its customers based upon an evaluation of each customer's financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed on an ongoing basis. The Company's two largest customers CMA CGM and Mediterranean Shipping Company, accounted for 19% and 15% of the Company's lease billings during the six months ended June 30, 2017.


9

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—Description of the Business (continued)
New Accounting Pronouncements
Recently Adopted Accounting Standards Updates
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. ASU No. 2016-09 ("ASU No. 2016-09") Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. The guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under this ASU, all excess tax benefits and deficiencies related to employee share-based compensation will be recognized within the provision for income taxes rather than additional paid-in capital. The Company adopted the guidance on January 1, 2017 which resulted in the recognition of excess tax benefits for prior periods as a reduction in our Net deferred income tax liability account and an increase in accumulated earnings in the amount of $6.6 million. The Company has not recognized any excess tax benefits for the three and six months ended June 30, 2017 since no equity awards have vested in those periods. In addition, the adoption of this ASU had no impact on the consolidated financial statements with respect to forfeited awards since historically the Company’s forfeitures have been minimal and therefore had not estimated a forfeitures rate.
Recently Issued Accounting Standards Updates
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) that replaces existing lease accounting guidance. Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

A lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and

A right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term.

The accounting that will be applied by lessors under ASC 842 is largely unchanged from previous GAAP. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and ASC 606, Revenue from Contracts with Customers. The new lease guidance will become effective for the Company for periods beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), amending previous updates regarding this topic. Leasing revenue recognition is specifically excluded from this ASU, and therefore, the new standard will only apply to equipment trading revenues and sales of leasing equipment. The Company expects the impact of adoption of this ASU to be minimal since the majority of its sales contracts are for containers and do not contain multiple elements. The effective date is interim periods beginning after December 15, 2017. Earlier application is permitted. The Company is currently evaluating the transition method that will be elected and the potential effects of adopting the provisions of this ASU.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. The guidance affects trade receivables and net investments in leases. The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectability. The new guidance will be effective for fiscal years and interim periods beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Different components of the guidance require modified retrospective and/or prospective adoption. Based on the composition of the Company's receivables, current market conditions, and historical credit loss activity, the adoption of this ASU is not expected to have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments. The updated amendment provides guidance as to where certain cash flow items are presented, including, debt prepayment or debt extinguishment costs and proceeds from the settlement of insurance claims. The update to the standard is effective for the Company for periods beginning after December 15, 2017. The Company expects the impact of adoption of this ASU to have a minimal effect on the presentation in the consolidated financial statements.

10

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—Description of the Business (continued)
In October 2016, FASB issued ASU No. 2016-16, Accounting for Income Taxes (Topic 740): Intra-Entity Asset Transfers of Assets Other than Inventory. The ASU eliminates the deferral of the tax effects of intra-entity asset transfers other than inventory. As a result, the tax expense from the intercompany sale of assets, other than inventory, and associated changes to deferred taxes will be recognized when the sale occurs even though the pre-tax effects of the transaction have not been recognized. The update to the standard is effective for the Company for periods beginning after December 15, 2017. The Company is evaluating the effect the guidance will have on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The update to the standard is effective for the Company for periods beginning after December 15, 2017. The Company is evaluating the effect the guidance will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance eliminates Step 2 from the goodwill impairment test. In addition, the amendment eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. For public companies, this ASU is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is in the process of evaluating the impact of this pronouncement, and does not expect it have a significant impact on the consolidated financial statements.

In May 2017, FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The effective date is interim periods beginning after December 15, 2017. The Company is in the process of evaluating the impact of this ASU and does not expect it to have a significant impact on the consolidated financial statements.


11

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Fair Value of Financial Instruments
Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following fair value hierarchy when selecting inputs for its valuation techniques, with the highest priority given to Level 1:
Level 1—Financial assets and liabilities whose values are based on observable inputs such as quoted prices for identical instruments in active markets.
Level 2—Financial assets and liabilities whose values are based on observable inputs such as (i) quoted prices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets that are not active, or (iii) model-derived valuations in which all significant inputs are observable in active markets.
Level 3—Financial assets and liabilities whose values are derived from valuation techniques based on one or more significant unobservable inputs.
The Company’s debt fair value was measured using Level 2 inputs. The carrying value and debt fair value are summarized in the following table (in thousands):
 
June 30,
2017
 
December 31,
2016
Liabilities
 
 
 
Total debt(1) - carrying value
$
6,818,125

 
$
6,415,664

Total debt(1) - fair value
$
6,851,329

 
$
6,316,229

______________________________________________________________________________
(1) Excludes unamortized deferred financing costs of $36.1 million and $20.0 million as of June 30, 2017 and December 31, 2016, respectively.
The Company’s equipment held for sale fair value is measured using Level 2 inputs and is based on recent sales prices and other factors. Equipment held for sale is recorded at the lower of fair value or carrying value and an impairment charge is recorded when the carrying value of the asset exceeds its fair value. The following table summarizes the portion of the Company’s equipment held for sale measured at fair value and the cumulative impairment charges recorded to net gain (loss) on sale of leasing equipment through the periods indicated below (in thousands):
 
June 30,
2017
 
December 31,
2016
Assets
 
 
 
Equipment held for sale - assets at fair value(1)
$
16,889

 
$
41,067

Cumulative impairment charges(2)
$
(4,514
)
 
$
(12,063
)
___________________________________________________________________________
(1) Represents the carrying value of containers included in equipment held for sale in the consolidated balance sheets that have been impaired to write down the value of the containers to their estimated fair value less cost to sell.

(2) Represents the cumulative impairment charges recognized on equipment held for sale from the date of designated held for sale status to the indicated period end date.

The Company recognized net impairment reversals of $0.5 million and $1.0 million for the three and six months ended June 30, 2017, respectively. There were no impairment reversals or charges for the three and six months ended June 30, 2016.
For the fair value of derivatives, please see Note 6 - "Derivative Instruments".
Cash and cash equivalents, accounts receivable, equipment purchases payable, and accounts payable carrying amounts approximate fair values because of the short-term nature of these instruments. The Company’s other financial and non-financial assets, which include leasing equipment, finance leases, intangible assets and goodwill, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the other financial and non-financial asset for impairment, a resulting asset impairment would require that these assets be recorded at fair value.


12

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Share Based Compensation and Other Equity Matters
The Company recognizes share-based compensation expense for share-based payment transactions based on the grant date’s calculated fair value. The expense is recognized over the employee's requisite service period which is generally the vesting period of the equity award.
The Company recognized $2.2 million and $3.3 million of compensation expense in administrative expenses for the three and six months ended June 30, 2017. The Company recognized $0.9 million and $2.3 million of compensation expense in administrative expenses for the three and six months ended June 30, 2016 related to options granted under TCIL's option plan established prior to the Merger.

As of June 30, 2017, the total unrecognized compensation expense related to non-vested restricted shares was approximately $9.6 million, which is expected to be recognized through fiscal year 2019.

During the six months ended June 30, 2017, the Company granted 121,702 restricted shares to certain employees. Additional shares may be granted based upon the Company's performance measured against selected peers. During the three months ended June 30, 2017, the Company granted 38,675 shares to directors which vested immediately.
Accumulated Other Comprehensive Income
The following table summarizes the components of accumulated other comprehensive income (loss), net of tax for the six months ended June 30, 2017 and 2016 (in thousands):
 
Cash Flow
Hedges
 
Foreign
Currency
Translation
 
Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2016
$
31,182

 
$
(4,424
)
 
$
26,758

Change in fair value of derivative instruments designated as cash flow hedges
(3,917
)
 

 
(3,917
)
Reclassification of loss on interest rate swap agreements designated as cash flow hedges
1,000

 

 
1,000

Foreign currency translation adjustment

 
112

 
112

Other comprehensive (loss) income
(2,917
)
 
112

 
(2,805
)
Balance as of June 30, 2017
$
28,265

 
$
(4,312
)
 
$
23,953

 
Cash Flow
Hedges
 
Foreign
Currency
Translation
 
Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2015
$

 
$
(3,666
)
 
$
(3,666
)
Foreign currency translation adjustment

 
(144
)
 
(144
)
Other comprehensive (loss)

 
(144
)
 
(144
)
Balance as of June 30, 2016
$

 
$
(3,810
)
 
$
(3,810
)





13

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Share Based Compensation and Other Equity Matters (continued)
The following table summarizes the reclassifications out of accumulated other comprehensive income (in thousands):
 
Amounts Reclassified From Accumulated Other Comprehensive Income
Affected Line Item
in the Consolidated
Statements of Income
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Reclassification of loss on interest rate swap agreements
$
694

 
$

 
$
1,461

 
$

Interest and debt expense
Income tax (benefit)
(204
)
 

 
(461
)
 

Income tax expense
Amounts reclassified from accumulated other comprehensive income, net of tax
$
490

 
$

 
$
1,000

 
$

Net income

Note 4—Net Investment in Finance Leases
The following table summarizes the components of the net investment in finance leases (in thousands):
 
June 30,
2017
 
December 31,
2016
Future minimum lease payment receivable
$
324,047

 
$
353,811

Estimated residual values
64,419

 
65,793

Gross finance lease receivables
388,466

 
419,604

Unearned income
(63,341
)
 
(72,794
)
Net investment in finance leases, net of allowances
$
325,125

 
$
346,810

The Company maintains allowances, if necessary, for doubtful accounts and estimated losses resulting from the inability of its lessees to make required payments under finance leases. These allowances are based on, but not limited to, each lessee’s payment history, management’s current assessment of each lessee’s financial condition and the adequacy of the fair value of containers that collateralize the leases compared to the book value of the related net investment in finance leases. The Company currently does not have an allowance on its gross finance lease receivables.

14

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Debt
The following table summarizes the components of debt (in thousands):
 
June 30,
2017
 
December 31,
2016
Institutional notes
$
2,171,857

 
$
2,233,874

Asset backed securitization (ABS) notes
1,858,603

 
1,384,235

Term loan facilities
1,801,691

 
1,332,030

Asset backed warehouse facility
596,000

 
660,000

Revolving credit facilities
267,250

 
708,750

Capital lease obligations
122,724

 
96,775

Total debt outstanding
6,818,125

 
6,415,664

Deferred financing costs
(36,089
)
 
(19,999
)
Purchase price debt adjustment
(35,034
)
 
(42,216
)
Debt, net
$
6,747,002

 
$
6,353,449

As of June 30, 2017, the Company had $3,748.7 million of debt outstanding on facilities with fixed interest rates and $3,069.4 million of debt outstanding on facilities with interest rates based on floating rate indices (primarily LIBOR). The Company economically hedges the risks associated with fluctuations in interest rates on a portion of its floating rate borrowings by entering into interest rate swap agreements that convert a portion of its floating rate debt to a fixed rate basis. As of June 30, 2017, the Company had interest rate swaps in place with a notional amount of $1,964.2 million to fix the floating interest rates on a portion of its floating rate debt obligations.
The Company is subject to certain financial covenants under its debt facilities, and as of June 30, 2017, was in compliance with all such covenants.
Debt Facilities

Effective April 1, 2017, both TAL and TCIL obtained the necessary consents from lenders and noteholders to appoint TCIL as manager of all of TAL’s container fleet including those containers in special purpose entities of TAL. TCIL replaced TAL International Container Corporation, a wholly owned subsidiary of TAL, as manager. 

Asset Backed Securitization (ABS) Notes
The Company completed an offering of $281 million of Class A fixed rate asset-backed notes during the second quarter of 2017. The notes have a contractual weighted average interest rate of 4.50% and a scheduled maturity of April 20, 2027.

The Company completed an offering of $318.9 million of Class A and B fixed rate asset-backed notes during the second quarter of 2017. The notes have a contractual weighted average interest rate of 3.57% and a scheduled maturity date of June 21, 2027.

Term Loan Facilities
The Company secured financing on one of its owned properties for $18.8 million during the first quarter of 2017. This arrangement has a contractual weighted average interest rate of three-month libor plus 2.25% margin and a scheduled maturity date of March 1, 2020.

The Company increased its borrowings on certain existing term loan facilities by $75 million during the first quarter of 2017. This incremental borrowing amendment has a contractual weighted average interest rate of one-month libor plus 2.50% margin and a scheduled maturity date of June 20, 2022 which is aligned with the previous increases under this facility.

The Company entered into a new term note for the amount of $50 million during the first quarter of 2017. This borrowing has a contractual weighted average interest rate of one-month libor plus 2.35% margin and a scheduled maturity date of December 19, 2020.



15

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Debt (continued)
The Company borrowed an additional $50 million on an existing term loan facility during the second quarter of 2017. This incremental borrowing has a contractual weighted average interest rate of three-month libor plus 2.25% margin and a scheduled maturity date of June 20, 2021 which is aligned with the previous loans under this facility.

The Company entered into a term loan facility of $260 million during the second quarter of 2017. The term loan facility has a contractual weighted average interest rate of three-month libor plus 2.25% margin and a scheduled maturity date of June 16, 2022.

Asset Backed Warehouse Facility
The Company entered into a floating rate ABS warehouse facility with a borrowing capacity of $400 million during the first quarter of 2017. The first $200 million of this commitment has a one year revolving period followed by an eighteen month term period. The second $200 million of this commitment has a two year revolving period followed by a three year term period. This ABS facility has a contractual weighted average interest rate ranging from 2.25% to 4.25% plus three-month libor with a scheduled maturity date of March 21, 2022.

Revolving Credit Facilities

The Company increased its credit limit on its asset backed revolving credit facility from $600 million to $1,025 million, and extended the term of the facility to June 16, 2022 during the second quarter of 2017. This revolving credit facility’s weighted average interest rate remained at one-month libor plus 2.00%.

The Company terminated a $450 million revolving credit facility during the second quarter of 2017.

Capital Lease Obligations

The Company entered into two lease transactions with financial institutions to finance the purchase of new containers for approximately $35 million during the first quarter of 2017. The lease transactions are accounted for as capital leases over the term period of eight years and contain two early buyout options.
Note 6—Derivative Instruments
Interest Rate Swaps
The Company has entered into interest rate swap agreements to manage interest rate risk exposure. Interest rate swap agreements are utilized to effectively modify the Company's exposure to interest rate risk by converting a portion of its floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. Such agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the lives of the agreements without an exchange of the underlying principal amounts. The counterparties to the Company's interest rate swap agreements are highly rated financial institutions. In the unlikely event that the counterparties fail to meet the terms of the interest rate swap agreements, the Company's exposure is limited to the interest rate differential on the notional amount at each monthly settlement period over the life of the agreements. The Company does not anticipate any non-performance by the counterparties. Substantially all of the assets of certain indirect, wholly owned subsidiaries of the Company have been pledged as collateral for the underlying indebtedness and the amounts payable under the interest rate swap agreements for each of these entities. In addition, certain assets of the Company's subsidiaries, are pledged as collateral for various credit facilities and the amounts payable under certain interest rate swap agreements.

16

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Derivative Instruments (continued)
As of June 30, 2017, the Company had interest rate swap and cap agreements in place to fix the floating interest rates on a portion of the borrowings under its debt facilities as summarized below:
Derivatives
 
Net Notional Amount
 
Weighted Average
Fixed Leg (Pay) Interest Rate
 
Cap Rate
 
Weighted Average
Remaining Term
Interest rate swaps
 
$1,964.2 Million
 
1.64%
 
—%
 
3.7 years
Interest rate caps
 
$69.2 Million
 
—%
 
4.0%
 
0.5 years
Interest Rate Swaps Activity
The Company entered into two interest rate swap agreements during the first quarter of 2017 for a total of $400 million that involve the receipt of floating rate amounts in exchange for fixed rate interest payments in order to fix the interest rate on a portion of the borrowings under its floating rate debt facilities. The agreements are non-amortizing over a one year term. The Company has designated these interest rate swap agreements as cash flow hedges for accounting purposes.
Fair Value of Derivative Instruments
The Company has elected to use the income approach to value its interest rate swap agreements. This approach uses observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a present discounted amount. The Level 2 inputs for the interest rate swap and forward valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates, basis swap adjustments and credit risk at commonly quoted intervals). The following table summarizes the fair value hierarchy for its derivative instruments (in thousands):
Location of Derivative Instruments in Financial Statements
 
Asset Derivatives
Liability Derivatives
Derivative Instrument
June 30, 2017
 
December 31, 2016
 
June 30, 2017
 
December 31, 2016
Interest rate swap contracts, designated as cash flow hedges
$
1,057

 
$
526

 
$
9,328

 
$
8,728

Interest rate swap contracts, not designated
5,547

 
5,217

 
297

 
676

Fair value of derivative instruments
$
6,604

 
$
5,743

 
$
9,625

 
$
9,404

The following table summarizes the impact of derivative instruments on the consolidated statements of operations and the consolidated statements of comprehensive income (in thousands):
 
 
 
Three Months Ended  June 30,
 
Six Months Ended June 30,
Derivative instrument
Financial statement caption
 
2017
 
2016
 
2017
 
2016
Non-designated interest rate swaps
Realized loss on derivative instruments, net
 
$
283

 
$
749

 
$
882

 
$
1,403

Non-designated interest rate swaps
Unrealized loss (gain) on derivative instruments, net
 
$
789

 
$
4,133

 
$
(709
)
 
$
8,729

Designated interest rate swaps
Other comprehensive income
 
$
6,716

 
$

 
$
6,026

 
$

Designated interest rate swaps
Interest and debt expense
 
$
694

 
$

 
$
1,461

 
$

Note 7—Segment and Geographic Information
Segment Information
The Company has two operating segments which also represent its two reporting segments:
Equipment leasing—the Company owns, leases and ultimately dispose of containers and chassis from its lease fleet, as well as manage containers owned by third parties.

Equipment trading—the Company purchases containers from shipping line customers, and other sellers of containers, and resells these containers to container retailers and users of containers for storage or one-way shipment. Included in the equipment trading segment revenues are leasing revenues from equipment purchased for resale that is currently on lease until the containers are dropped off.

These operating segments were determined based on the chief operating decision maker's review and resource allocation of the products and services offered.
The Company acquired the equipment trading segment as part of the Merger on July 12, 2016. Prior to the Merger, the Company operated in only one segment - equipment leasing and therefore all income and assets were attributed to the leasing segment for periods prior to the Merger.
The following tables summarizes segment information and the consolidated totals reported (in thousands):
 
Three Months Ended June 30,
 
2017
 
2016
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
Total leasing revenues
$
280,995

 
$
944

 
$
281,939

 
$
158,333

 
$

 
$
158,333

Trading margin

 
1,328

 
1,328

 

 

 

Net gain (loss) on sale of leasing equipment
9,639

 

 
9,639

 
(1,930
)
 

 
(1,930
)
Depreciation and amortization expense
123,932

 
159

 
124,091

 
81,132

 

 
81,132

Interest and debt expense
70,365

 
412

 
70,777

 
33,491

 

 
33,491

Realized loss on derivative instruments, net
283

 

 
283

 
749

 

 
749

Income before income taxes(1)
58,466

 
1,863

 
60,329

 
13,121

 

 
13,121

_______________________________________________________________________________
(1)
Segment income before income taxes excludes unrealized gains or losses on interest rate swaps and the write-off of deferred financing costs. Unrealized losses on interest rate swaps were $0.8 million and $4.1 million for the three months ended June 30, 2017 and 2016, respectively. There were minimal write-offs of deferred financing costs for the three months ended June 30, 2017 and 2016.


17

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7—Segment and Geographic Information (continued)
 
Six Months Ended June 30,
 
2017
 
2016
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
Total leasing revenues
$
545,854

 
$
1,687

 
$
547,541

 
$
321,358

 
$

 
$
321,358

Trading margin

 
1,720

 
1,720

 

 

 

Net gain (loss) on sale of leasing equipment
14,800

 

 
14,800

 
(3,767
)
 

 
(3,767
)
Depreciation and amortization expense
241,653

 
318

 
241,971

 
160,276

 

 
160,276

Interest and debt expense
133,493

 
788

 
134,281

 
67,189

 

 
67,189

Realized loss on derivative instruments, net
882

 

 
882

 
1,403

 

 
1,403

Income before income taxes(1)
100,098

 
2,178

 
102,276

 
28,774

 

 
28,774

_______________________________________________________________________________
(1)
Segment income before income taxes excludes unrealized gains or losses on interest rate swaps and the write-off of deferred financing costs. Unrealized gains on interest rate swaps were $0.7 million and unrealized losses on interest rate swaps were $8.7 million for the six months ended June 30, 2017 and 2016, respectively. There were minimal write-offs of deferred financing costs for the six months ended June 30, 2017 and 2016.

 
Balance as of June 30, 2017
 
Balance as of December 31, 2016
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
Equipment held for sale
55,628

 
17,196

 
72,824

 
81,804

 
18,059

 
99,863

Goodwill
220,864

 
15,801

 
236,665

 
220,864

 
15,801

 
236,665

Total assets
9,124,039

 
49,922

 
9,173,961

 
8,660,786

 
52,785

 
8,713,571

There are no intercompany revenues or expenses between segments. Certain administrative expenses have been allocated between segments based on an estimate of services provided to each segment. A portion of the Company's equipment purchased for resale was purchased through certain sale-leaseback transactions with our shipping line customers. Due to the expected longer term nature of these transactions, these purchases are reflected as leasing equipment as opposed to equipment held for sale and the cash flows associated with these transactions are reflected as purchases of leasing equipment and proceeds from the sale of equipment in investing activities in the Company's consolidated statements of cash flows.
Geographic Segment Information
The Company generates the majority of its leasing revenues from international containers which are deployed by its customers in a wide variety of global trade routes. Substantially all of the Company's leasing related revenue is denominated in U.S. dollars.
The following table summarizes the geographic allocation of equipment leasing revenues based on customers' primary domicile (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Total leasing revenues:
 
 
 
 
 
 
 
Asia
$
120,393

 
$
86,602

 
$
234,770

 
$
173,156

Europe
123,294

 
52,852

 
242,663

 
107,431

Americas
27,560

 
10,171

 
49,449

 
23,369

Other
10,417

 
8,577

 
20,268

 
17,168

Bermuda
275

 
131

 
391

 
234

Total
$
281,939

 
$
158,333

 
$
547,541

 
$
321,358



18

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7—Segment and Geographic Information (continued)
The following table summarizes the geographic allocation of equipment trading revenues for the three and six months ended June 30, 2017. The Company had no equipment trading revenues for the three and six months ended June 30, 2016 (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2017
Total equipment trading revenues:
 
 
 
Asia
$
6,523

 
$
8,480

Europe
2,632

 
4,218

Americas
2,580

 
3,699

Other
998

 
1,820

Bermuda
22

 
22

Total
$
12,755

 
$
18,239

Since the majority of the Company's containers are used internationally, where no one container is domiciled in one particular place for a prolonged period of time, substantially all of the Company's long-lived assets are considered to be international.
Note 8—Commitments
Purchase Commitments
At June 30, 2017, commitments for capital expenditures totaled approximately $495.4 million.
Retention Bonus Plan

TCIL established a bonus plan in 2011 to award bonuses to certain employees for continued service (the “Retention Bonus Plan”). In accordance with the terms of the Retention Bonus Plan agreement, specified bonus amounts, plus interest compounded annually, were paid to all participants in the Retention Bonus Plan on May 23, 2017 (the “payment date”). The Company paid a total bonus amount of $14.5 million during the second quarter of 2017.

The Company established a retention bonus plan (the “Plan”) in 2015 to award bonuses to certain employees for continued service not included in the Retention Bonus Plan. The Plan became effective on the closing date of the Merger and in accordance with the terms, bonus amounts were paid to all Plan participants on the earlier of their termination date or May 23, 2017. The Company paid a total bonus amount of $1.6 million during the second quarter of 2017.

The Company established a bonus plan in 2015 to award bonuses to certain TAL employees for continued service (the “TAL Retention Bonus Plan”). In accordance with the terms of the TAL Retention Bonus Plan agreement, the Company paid the specified bonus amounts to all participants on the earlier of their termination date or July 2017.


19

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Commitments (continued)
The following table summarizes changes to the Company’s total retention bonus liability balance (in thousands):
 
Total
Balance at December 31, 2016
$
25,175

Accrual
2,853

Payments
(17,467
)
Balance at June 30, 2017
$
10,561


Severance Plan

TCIL and TAL, established severance plans in order to provide severance benefits to eligible employees who are voluntarily terminated for reasons other than cause, or who resign for “good reason”. Employees eligible for benefits under the severance plans would receive a severance award and other benefits based upon their tenure with either TCIL or TAL. No accruals were recorded under the plans prior to the close of the Merger on July 12, 2016.

The following table summarizes changes to the Company’s total severance balance (in thousands):
 
Total
Balance at December 31, 2016
$
20,718

Accrual
88

Payments
(11,399
)
Balance at June 30, 2017
$
9,407

Note 9—Income Taxes
The Company's effective tax rates were 19.3% and 13.5% for the three months ended June 30, 2017 and 2016, respectively, and 18.1% and 11.0% for the six months ended June 30, 2017 and 2016, respectively. The Company has computed the provision for income taxes based on the estimated annual effective tax rate and the application of discrete items, if any, in the applicable period. The increase in the effective tax rate is primarily due to the inclusion of income tax expense from TAL, at a higher U.S. effective tax rate.

20

TRITON INTERNATIONAL LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Related Party Transactions
The Company holds a 50% interest in TriStar Container Services (Asia) Private Limited (“TriStar”) which is primarily engaged in the selling and leasing of container equipment in the domestic and short sea markets in India. The Company includes an equity investment in TriStar on the consolidated balance sheet included in other assets. The following table summarizes payments, direct finance lease and a loan payable balances with TriStar (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Payments received from TriStar on direct finance leases
$
472

 
$
413

 
$
896

 
$
827

Payments received from TriStar on loan payable
$
43

 
$

 
$
85

 
$
42

 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2017
 
December 31,
2016
Direct finance lease balance


 


 
$
11,272

 
$
10,636

Loan payable balance


 


 
$
42

 
$
126

Note 11—Subsequent Events
Quarterly Dividend
On August 1, 2017, the Company's Board of Directors approved and declared a $0.45 per share quarterly cash dividend on its issued and outstanding common shares, payable on September 22, 2017 to shareholders of record at the close of business on September 1, 2017.
Debt Facilities

The Company completed an offering of $105 million of Class A fixed rate asset-backed notes during the third quarter of 2017. The notes have a contractual weighted average interest rate of 4.35% and a scheduled maturity of June 30, 2027.

The Company completed an offering of $145 million of Class A fixed rate asset-backed notes during the third quarter of 2017. The notes have a contractual weighted average interest rate of 4.64% and a scheduled maturity of June 30, 2029.



21


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 "Cautionary Note Regarding Forward-Looking Statements" as discussed in our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2016 with the SEC on March 17, 2017, as amended (the "Form 10-K"). Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Our Company
On July 12, 2016, Triton Container International Limited (“TCIL”) and TAL International Group, Inc. (“TAL”) combined in an all-stock merger (the "Merger"). Under the terms of the Transaction Agreement, TCIL and TAL combined under a newly formed company, Triton International Limited (“Triton”, "we" or the “Company”). TCIL has been treated as the acquirer in the Merger for accounting purposes, and therefore, the results of operations for Triton, included herein, for the periods prior to the Merger on July 12, 2016 are for TCIL operations alone. However, certain operating statistics included in this section reflect the combined statistics for TCIL and TAL prior to the Merger in order to show overall operating trends more clearly.

We are the world's largest lessor of intermodal containers and chassis. Intermodal containers are large, standardized steel boxes used to transport freight by ship, rail or truck. Intermodal containers are the primary means by which many goods and materials are shipped internationally. Chassis are used for the transportation of containers.
We have two operating segments which also represent our reporting segments:

Equipment leasing - we own, lease and ultimately dispose of containers and chassis from our lease fleet, as well as manage containers owned by third parties.

Equipment trading - we purchase containers from shipping line customers, and other sellers of containers, and resell these containers to container retailers and users of containers for storage or one-way shipment.

Operations
Our operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. As of June 30, 2017, our equipment fleet consisted of 3.3 million units, representing 5.4 million twenty-foot equivalent units ("TEU"). We have an extensive global presence, offering leasing services through 26 offices in 14 countries and approximately 470 third party container depot facilities in 46 countries as of June 30, 2017. Our customers are among the largest shipping lines in the world. For the six months ended June 30, 2017, our twenty largest customers accounted for 83% of our lease billings, our five largest customers accounted for 55% of our lease billings, and our two largest customers, CMA CGM and Mediterranean Shipping Company, accounted for 19% and 15% of our lease billings, respectively.
    
We lease five types of equipment: (1) dry containers, which are used for general cargo such as consumer staples, manufactured component parts, electronics and apparel, (2) refrigerated containers, which are used for perishable items such as fresh and frozen foods, (3) special containers, which are used for heavy and over-sized cargo such as marble slabs, building products and machinery, (4) tank containers, which are used to transport bulk liquid products such as chemicals, and (5) chassis, which are used for the transportation of containers. Our in-house equipment sales group manages the sale process for our used containers and chassis from our equipment leasing fleet and buys and sells used and new containers and chassis acquired from third parties.

The following tables summarizes our equipment fleet as of June 30, 2017 and December 31, 2016 and the combined fleets of TCIL and TAL on a pro forma basis as of June 30, 2016 indicated in units, TEU and cost equivalent units, or "CEU". We believe this combined fleet information on a pro forma basis as of June 30, 2016 is relevant when evaluating key operating metrics, such as container fleet growth and analyzing historical trends.

22


 
Equipment Fleet in Units
 
Equipment Fleet in TEU
 
June 30, 2017
 
December 31, 2016
 
June 30, 2016
 
June 30, 2017
 
December 31, 2016
 
June 30, 2016
Dry
2,903,880

 
2,747,497

 
2,586,100

 
4,721,780

 
4,443,935

 
4,154,335

Refrigerated
218,238

 
217,564

 
200,943

 
419,170

 
417,634

 
384,600

Special
81,884

 
84,077

 
86,100

 
143,954

 
147,217

 
150,603

Tank
11,956

 
11,961

 
11,715

 
11,956

 
11,961

 
11,715

Chassis
21,468

 
21,172

 
21,784

 
38,933

 
38,321

 
39,355

Equipment leasing fleet
3,237,426

 
3,082,271

 
2,906,642

 
5,335,793

 
5,059,068

 
4,740,608

Equipment trading fleet
14,991

 
15,927

 
18,344

 
23,580

 
26,276

 
30,402

Total
3,252,417

 
3,098,198

 
2,924,986

 
5,359,373

 
5,085,344

 
4,771,010

 
Equipment Fleet in CEU(1)
 
June 30, 2017
 
December 31, 2016
 
June 30, 2016
Operating leases
6,384,590

 
6,126,320

 
5,848,136

Finance leases
354,727

 
368,468

 
235,806

Equipment trading fleet
62,969

 
72,646

 
84,832

Total
6,802,286

 
6,567,434

 
6,168,774

______________________________________________________________________________
(1)
In the equipment fleet tables above, we have included total fleet count information based on CEU. CEU is a ratio used to convert the actual number of containers in our fleet to a figure based on the relative purchase prices of our various equipment types to that of a 20 foot dry container. For example, the CEU ratio for a 40 foot high cube dry container is 1.68, and a 40 foot high cube refrigerated container is 10.0. The CEU ratios used in this calculation may differ slightly from current actual cost ratios and CEU ratios used by others in the industry.
The following table summarizes the percentage of our equipment fleet in units and CEU as of June 30, 2017:
Equipment Fleet
Percentage of
total fleet in
units
 
Percentage of total
fleet in CEU
Dry
89.3
%
 
60.6
%
Refrigerated
6.7

 
31.5

Special
2.5

 
2.9

Tank
0.4

 
2.8

Chassis
0.6

 
1.3

Equipment leasing fleet
99.5

 
99.1

Equipment trading fleet
0.5

 
0.9

Total
100.0
%
 
100.0
%
We generally lease our equipment on a per diem basis to our customers under three types of leases: long-term leases, finance leases and service leases. Long-term leases have initial contractual terms ranging from three to eight years and provide us with stable cash flow and low transaction costs by requiring customers to maintain specific units on-hire for the duration of the lease. Finance leases are structured as full payout leases and provide for a predictable recurring revenue stream with the lowest cost to the customer as customers are generally required to retain the equipment for the duration of its useful life. 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 units during the lease term. We also have expired long-term leases whose fixed terms have ended, however, units remain on-hire and we continue to receive lease payments pursuant to the terms of the initial contract.


23


The following table summarizes the percentage of our lease portfolio by lease type based on CEU on-hire as of June 30, 2017 and December 31, 2016 and the combined lease portfolios of TCIL and TAL on a pro forma basis as of June 30, 2016:
Lease Portfolio
June 30,
2017

December 31,
2016

June 30,
2016
Long-term leases
71.2
%
 
69.7
%
 
72.8
%
Finance leases
5.6

 
6.3

 
4.4

Service leases
15.3

 
18.5

 
13.2

Expired long-term leases (units on-hire)
7.9

 
5.5

 
9.6

Total
100.0
%
 
100.0
%
 
100.0
%
As of June 30, 2017, December 31, 2016 and June 30, 2016, our long-term and finance leases combined had average remaining contract terms of approximately 40 months, 39 months, and 36 months, respectively, assuming no leases are renewed.
Operating Performance
The following discussion of market conditions and our operating performance refers to a variety of our critical business metrics and trends including fleet size, utilization, average per diem rates and used container sale prices and volumes. In this section, for the periods prior to the Merger, the relevant performance measures for TCIL and TAL have been combined on a pro forma basis for comparative purposes. We believe these combined business metrics for the periods prior to the Merger are relevant when evaluating operating performance and analyzing historical trends. These combined operating metrics do not necessarily reflect what the result would have been if the transaction occurred prior to July 12, 2016.
Market conditions remained favorable in the second quarter of 2017, especially for our dry container product line. The supply / demand balance for containers has been strong, driven by moderately positive global containerized trade growth and limited new container production volumes over the last two years. During the first half of 2017, we were able to capitalize on these market conditions to produce solid improvements in our critical operating metrics and financial performance.
Fleet size.    As of June 30, 2017, our fleet included 6,802,286 CEU, an increase of 3.6% as compared to December 31, 2016, and an increase of 10.3% as compared to the combined fleet size for TCIL and TAL as of June 30, 2016. The increase in our fleet size was due to significant investments in new containers and sale-leaseback transactions during the second half of 2016 and the first half of 2017.
Trade growth in 2017 has been stronger than expected, and a number of forecasters have increased their projections for global containerized trade growth into the range of five percent. In addition, we have benefited in 2017 from an increase in the share of new containers purchased by leasing companies and an increase in our share of new leasing transactions. Our shipping line customers have been facing difficult market conditions for several years, including excess vessel capacity and weak freight rates, and many have been reluctant to place sizable orders for new containers. Additionally, several of our container leasing competitors experienced financial challenges during the last year and have reduced their levels of new container investments. As of July 31, 2017, Triton has ordered approximately 684,000 TEU in new and sale-leaseback containers for delivery in 2017. Approximately 185,000 TEU of these orders have not yet been delivered, and we expect our fleet size to increase further in the third quarter.
Utilization.    Our average utilization was 96.5% during the second quarter of 2017 an increase from 95.3% in the first quarter of 2017 and an increase from 93.3% in the second quarter of 2016 for the combined fleets of TCIL and TAL. As of August 8, 2017, our utilization was 97.5%. In 2017, stronger than expected trade growth has combined with production limitations for new containers and led to very strong container pick up activity and limited container drop off volumes. The availability of new containers has been limited this year due to low production volumes in 2016, reduced purchasing by many shipping lines and leasing companies, and new container production disruptions created by more stringent environmental regulations in China. We expect the supply / demand balance for containers to remain favorable for the rest of the year, but our utilization is approaching maximum levels, especially for dry containers, limiting the potential for further improvements.

24


The following tables summarizes the equipment fleet utilization(1) for the periods indicated below. For the quarter ended June 30, 2016, the equipment fleet utilization is a combination of TCIL and TAL.
 
Quarter Ended
 
June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
Average Utilization
96.5
%
 
95.3
%
 
93.6
%
 
92.4
%
 
93.3
%

June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
Ending Utilization
97.1
%
 
95.8
%
 
94.8
%
 
92.6
%
 
93.7
%
_______________________________________________________________________________

(1) Utilization is computed by dividing our total units on lease (in CEU) by the total units in our fleet (in CEU) excluding new units not yet leased and off-hire units designated for sale.
Average lease rates.    Average lease rates for our dry container product line increased in the second quarter of 2017 by 2.2% compared to the first quarter of 2017 and decreased by 6.9% compared to the second quarter of 2016. After being historically low for much of 2015 and 2016, market lease rates increased strongly during the fourth quarter of 2016 and the first half of 2017 driven by a rebound in new container prices and an increase in leasing demand. Market lease rates for dry containers are currently above the average rate of our dry container lease portfolio and we expect our average dry container lease rates to increase further, if market conditions remain favorable.
We have a large number of dry container leases expiring in 2017 and 2018. We expect the impact of these dry container lease expirations will be relatively limited if the current market lease rate level is sustained. However, we would likely face a substantial negative impact on our average dry container lease rates and financial performance if dry container market lease rates fell back toward the levels we faced in 2015 and 2016.
Average lease rates for our refrigerated container product line decreased in the second quarter of 2017 by 1.7% compared to the first quarter of 2017 and decreased by 7.3% compared to the second quarter of 2016. The cost of refrigerated containers has trended down over the last few years, which has led to lower market lease rates. Market lease rates for refrigerated containers increased in 2017 due to less aggressive investment by leasing companies. However, market lease rates remain below the average refrigerated container lease rates in our lease portfolio.
The average lease rates for special containers increased in the second quarter of 2017 by 0.2% compared to the first quarter of 2017 and decreased by 3.8% compared to the second quarter of 2016. Current market lease rates for special containers are comparable to the average lease rates in our lease portfolio.
Equipment disposals. Used dry container disposal prices increased strongly in the second quarter due to increased new container prices and a decrease in the number of containers being designated for sale due to the strong supply / demand balance for leasing containers. Average used dry container sale prices in the second quarter increased 20% from the first quarter level and 44% from the combined average level for TCIL and TAL in the second quarter of 2016. We expect average dry container selling prices to increase further in the third quarter of 2017.
 Credit Risk.    Our credit risk is currently elevated due to the ongoing financial pressure faced by our shipping line customers. The container shipping industry has faced several years of excess vessel capacity, weak freight rates and poor financial results due to the combination of low trade growth and aggressive ordering of mega container vessels. Most of our customers generated financial losses in 2016 and many are burdened with high levels of debt. We anticipate the high volume of new vessels entering service over the next several years will complicate our customers’ efforts to increase freight rates, and we expect our customers’ financial performance will remain under pressure for some time.
On August 31, 2016, Hanjin Shipping Co. ("Hanjin"), then one of our largest customers by lease billings, filed for bankruptcy court protection and defaulted on our lease agreements. Hanjin ceased active operations and notified us that they would terminate our lease agreements. At the time of the default, Hanjin had approximately 87,000 of our containers on lease with a net book value of $243.3 million. As of June 30, 2017, we have gained control or negotiated the release of over 92% of our containers previously on-hire to Hanjin of which approximately 70% are back on-hire to other customers or sold.
We had more than $100 million of credit insurance in place at the time of the Hanjin bankruptcy to cover the value of containers that are unrecoverable, costs incurred to recover containers and up to six months of lost lease revenue, subject to our deductibles. We expect that our insurance claim will offset most of the costs we incur recovering and redeploying containers, though, we will not recognize any portion of the lost lease revenue claim until it is received, and our lost lease revenue claim

25


may be limited by our policy limits. The insurance policies did not cover our pre-default receivables. We have negotiated a $45 million advance partial payment from our insurance providers, and as of August 7, 2017, $44.5 million has been collected. The Company currently believes the anticipated losses as a result of Hanjin will be recoverable under the insurance policies, subject to the deductible limits.

We expect it will become more difficult for us to mitigate our exposure to credit risks in the future through the purchase of credit insurance as a result of the Hanjin bankruptcy. We let our insurance policies lapse at expiration since underwriters offered significantly reduced coverage and required a meaningful increase in insurance premiums. We continue to monitor the availability of credit insurance and related products.

Dividends
We paid the following quarterly dividends during the six months ended June 30, 2017 on our issued and outstanding common shares:
Record Date
 
Payment
Date
 
Aggregate
Payment
 
Per Share
Payment
March 20, 2017
 
March 30, 2017
 
$33.2 Million
 
$0.45
June 1, 2017
 
June 22, 2017
 
$33.2 Million
 
$0.45


26


Results of Operations
The following table summarizes our results of operations for the periods indicated. The results for the three and six months ended June 30, 2017 and 2016 are impacted by the Merger on a comparative basis. TCIL has been treated as the acquirer in the Merger for accounting purposes, and therefore, the results of our operations, included herein, for the periods prior to the Merger on July 12, 2016, are for TCIL operations alone (in thousands).
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Leasing revenues:
 
 
 
 
 
 
 
Operating leases
$
276,160

 
$
156,367

 
$
535,745

 
$
317,362

Finance leases
5,779

 
1,966

 
11,796

 
3,996

Total leasing revenues
281,939

 
158,333

 
547,541

 
321,358

 
 
 
 
 
 
 
 
Equipment trading revenues
12,755

 

 
18,239

 

Equipment trading expenses
(11,427
)
 

 
(16,519
)
 

Trading margin
1,328

 

 
1,720

 

 
 
 
 
 
 
 
 
Net gain (loss) on sale of leasing equipment
9,639

 
(1,930
)
 
14,800

 
(3,767
)
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Depreciation and amortization
124,091

 
81,132

 
241,971

 
160,276

Direct operating expenses
15,609

 
12,015

 
37,563

 
26,482

Administrative expenses
22,068

 
13,166

 
45,035

 
27,679

Transaction and other costs
836

 
3,537

 
3,308

 
6,948

(Benefit) provision for doubtful accounts
(113
)
 
(52
)
 
461

 
(171
)
Total operating expenses
162,491

 
109,798

 
328,338

 
221,214

Operating income
130,415

 
46,605

 
235,723

 
96,377

Other expenses:
 
 
 
 
 
 
 
Interest and debt expense
70,777

 
33,491

 
134,281

 
67,189

Realized loss on derivative instruments, net
283

 
749

 
882

 
1,403

Unrealized loss (gain) on derivative instruments, net
789

 
4,133

 
(709
)
 
8,729

Write-off of deferred financing costs
43

 
141

 
43

 
141

Other (income), net
(974
)
 
(756
)
 
(1,716
)
 
(989
)
Total other expenses
70,918

 
37,758

 
132,781

 
76,473

Income before income taxes
59,497

 
8,847

 
102,942

 
19,904

Income tax expense
11,483

 
1,192

 
18,625

 
2,184

Net income
$
48,014

 
$
7,655

 
$
84,317

 
$
17,720

Less: income attributable to noncontrolling interest
2,343

 
1,481

 
4,035

 
2,804

Net income attributable to shareholders
$
45,671

 
$
6,174

 
$
80,282

 
$
14,916










27


Comparison of Three Months Ended June 30, 2017 and 2016.
The following table summarizes our comparative results for the periods indicated (in thousands):
 
Three Months Ended June 30,
 
2017
 
2016
 
Variance
Leasing revenues:
 
 
 
 
 
Operating leases
$
276,160

 
$
156,367

 
$
119,793

Finance leases
5,779

 
1,966

 
3,813

Total leasing revenues
281,939

 
158,333

 
123,606

 
 
 
 
 
 
Equipment trading revenues
12,755

 

 
12,755

Equipment trading expenses
(11,427
)
 

 
(11,427
)
Trading margin
1,328

 

 
1,328

 
 
 
 
 
 
Net gain (loss) on sale of leasing equipment
9,639

 
(1,930
)
 
11,569

 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
Depreciation and amortization
124,091

 
81,132

 
42,959

Direct operating expenses
15,609

 
12,015

 
3,594

Administrative expenses
22,068

 
13,166

 
8,902

Transaction and other costs
836

 
3,537

 
(2,701
)
(Benefit) provision for doubtful accounts
(113
)
 
(52
)
 
(61
)
Total operating expenses
162,491

 
109,798

 
52,693

Operating income
130,415

 
46,605

 
83,810

Other expenses:
 
 
 
 
 
Interest and debt expense
70,777

 
33,491

 
37,286

Realized loss on derivative instruments, net
283

 
749

 
(466
)
Unrealized loss on derivative instruments, net
789

 
4,133

 
(3,344
)
Write-off of deferred financing costs
43

 
141

 
(98
)
Other (income), net
(974
)
 
(756
)
 
(218
)
Total other expenses
70,918

 
37,758

 
33,160

Income before income taxes
59,497

 
8,847

 
50,650

Income tax expense
11,483

 
1,192

 
10,291

Net income
$
48,014

 
$
7,655

 
$
40,359

Less: income attributable to noncontrolling interest
2,343

 
1,481

 
862

Net income attributable to shareholders
$
45,671

 
$
6,174

 
$
39,497


The Company's operating performance and revenues were significantly impacted by the Merger on July 12, 2016 and the subsequent inclusion of TAL's results of operations and equipment fleet in Triton's financial results and operating metrics. TCIL has been treated as the acquirer in the Merger for accounting purposes, and therefore, the results of operations for Triton, included herein, for the periods prior to the date of the Merger are for TCIL operations alone.
Leasing revenues.    The principal components of our leasing revenues are summarized in the following table. Per diem revenues is daily usage revenue generated from operating lease contracts; fee and ancillary lease revenues represent fees billed for the pick-up and drop-off of containers in certain geographic locations and billings of reimbursable operating costs such as repair and handling expense; and finance lease revenues is interest income generated from finance lease contracts.

28


 
Three Months Ended June 30,
 
2017
 
2016
 
Variance
 
(in thousands)
Leasing revenues:
 
 
 
 
 
Operating lease revenues:
 
 
 
 
 
Per diem revenues
$
265,570

 
$
146,891

 
$
118,679

Fee and ancillary lease revenues
10,590

 
9,476

 
1,114

Total operating lease revenues
276,160

 
156,367

 
119,793

Finance lease revenues
5,779

 
1,966

 
3,813

Total leasing revenues
$
281,939

 
$
158,333

 
$
123,606

Total leasing revenues were $281.9 million for the three months ended June 30, 2017, compared to $158.3 million in the same period in 2016, an increase of $123.6 million. Total leasing revenues for the three months ended June 30, 2017 increased by $116.4 million due to the inclusion of TAL's leasing revenues. Leasing revenues from the TCIL fleet increased $7.2 million for the three months ended June 30, 2017 compared to the same period in 2016.
Per diem revenues were $265.6 million in the three months ended June 30, 2017 compared to $146.9 million in the same period in 2016, an increase of $118.7 million. The primary reasons for the increase are as follows:
$108.0 million increase due to the inclusion of TAL's per diem revenues, net of lease intangible amortization;
$20.7 million increase due to an additional 437,455 CEU in the average number of containers on-hire under operating leases, partially offset by a
$10.0 million decrease due to a decrease in average CEU per diem rates.
Fee and ancillary lease revenues were $10.6 million in the three months ended June 30, 2017 compared to $9.5 million in the same period in 2016, an increase of $1.1 million. The primary reasons for the increase are as follows:
$4.8 million increase due to the inclusion of TAL's fees and ancillary revenues; partially offset by a
$3.7 million decrease in re-delivery fees due to a decrease in the volume of customer re-deliveries.
Finance lease revenues were $5.8 million in the three months ended June 30, 2017 compared to $2.0 million in the same period in 2016, an increase of $3.8 million. This increase was primarily due to the inclusion of $3.6 million of TAL's finance lease revenues. The average finance lease portfolio excluding TAL's finance leases remained relatively flat.
Trading Margin.    Prior to the Merger, we did not have a trading business. Trading margin was $1.3 million in the three months ended June 30, 2017 due to the inclusion of TAL's trading business.
Net gain (loss) on sale of leasing equipment.    Gain on sale of equipment was $9.6 million for the three months ended June 30, 2017 compared to a loss on sale of equipment of $1.9 million in the same period in 2016 an increase of $11.6 million. The primary reasons for the increase are as follows:
$6.1 million increase due to the inclusion of TAL's gains on sale of leasing equipment;
$4.8 million increase due to a 41% increase in our average used container selling prices; and a
$0.7 million increase in sales volume.
Depreciation and amortization.    Depreciation and amortization was $124.1 million in the three months ended June 30, 2017 compared to $81.1 million in the same period in 2016, an increase of $43.0 million. The primary reasons for the increase are as follows:
$45.8 million increase due to the inclusion of TAL's depreciation and amortization;

$4.7 million increase due to a net increase in the size of our depreciable fleet, partially offset by a;

$7.5 million decrease primarily due to an impairment charge related to certain off-lease container equipment for the three months ended June 30, 2016. There was no impairment charge recorded as depreciation for the three months ended June 30, 2017.


29


Direct operating expenses.     Direct operating expenses primarily consists of our costs to repair equipment returned off lease, to store the equipment when it is not on lease and to reposition equipment that has been returned to locations with weak leasing demand. Direct operating expenses were $15.6 million for the three months ended June 30, 2017 compared to $12.0 million in the same period in 2016, an increase of $3.6 million. The primary reasons for the increase are as follows:
$8.8 million increase due to the inclusion of TAL's direct operating expenses; partially offset by a

$5.2 million decrease in equipment repairs and storage expenses resulting from decreases in off hire volumes and the number of idle units.
Administrative expenses.    Administrative expenses were $22.1 million for the three months ended June 30, 2017 compared to $13.2 million in the same period in 2016, an increase of $8.9 million. The primary reasons for the increase are as follows:
$8.5 million increase due to the inclusion of TAL's administrative expenses for the three months ended June 30, 2017. TAL's reported administrative expense for the three months ended June 30, 2016 was $10.9 million. The three months ended June 30, 2017 are reflective of $2.4 million of synergies gained from the Merger;

$1.5 million increase due to increases in director's share-based compensation expense and an increase in our professional fees; partially offset by

$1.4 million decrease primarily due to lower employee compensation expense as a result of synergies gained from the Merger.
Transaction and other costs. Transaction and other costs include severance and employee compensation costs, legal costs and other professional fees. Transaction and other costs related to the Merger were $1.1 million for the three months ended June 30, 2017 compared to $2.5 million in the same period in 2016. The decrease in these Merger-related costs was primarily due to decreases in legal fees, professional fees, and lower employee compensation costs.
Transaction and other costs also include retention and stock compensation costs pursuant to the plans established in 2011. Transaction and other costs unrelated to the Merger resulted in a $0.3 million benefit for the three months ended June 30, 2017 compared to $1.0 million in costs in the same period in 2016. The decrease in transaction and other costs unrelated to the Merger was mainly due to a reduction in stock compensation accruals on incentive stock initially granted in 2011.
(Benefit) for doubtful accounts.    We had a benefit for doubtful accounts of $0.1 million in the three months ended June 30, 2017 and 2016.
Interest and debt expense.    Interest and debt expense was $70.8 million in the three months ended June 30, 2017 compared to $33.5 million in the same period in 2016, an increase of $37.3 million. The primary reasons for this increase are as follows:
$32.6 million increase due to the inclusion of TAL's interest and debt expense;

$4.3 million increase due to a higher average debt balance of $3.4 billion in the three months ended June 30, 2017 compared to $3.0 billion in the same period in 2016 exclusive of TAL debt acquired; and

$0.4 million increase due to an increase in the average effective interest rate to 4.43% in the three months ended June 30, 2017 compared to 4.38% in the same period in 2016.
Realized loss on derivative instruments, net.    Realized loss on derivative instruments, net was $0.3 million in the three months ended June 30, 2017 compared to $0.7 million in the same period in 2016, a decrease of $0.4 million. The decrease in the realized loss on derivative instruments, net, is mainly due to amortization of the underlying swap notional amounts. TAL's inclusion increased the realized loss on derivative instruments by $0.1 million in the three months ended June 30, 2017.
Unrealized loss on derivative instruments. Unrealized loss on derivative instruments, net, was $0.8 million in the three months ended June 30, 2017 compared to $4.1 million in the same period in 2016, a decrease of $3.3 million. This decrease was primarily due to less of a decrease in the fair value of our interest rate swaps and cap agreements during the second quarter of 2017 due to a less of a decrease in long term interest rates during the period. TAL's inclusion decreased the unrealized loss on derivative instruments by $0.1 million in the three months ended June 30, 2017.
Income taxes. Income tax expense was $11.5 million in the three months ended June 30, 2017 compared to $1.2 million in the same period in 2016, an increase of $10.3 million. Our effective tax rate increased to 19.3% for the three months

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ended June 30, 2017 compared to 13.5% in the same period in 2016. The increase in the effective tax rate is primarily due to the inclusion of TAL's income, at a higher U.S. effective tax rate.

Income attributable to non-controlling interests. Income attributable to non-controlling interests was $2.3 million in the three months ended June 30, 2017 compared to $1.5 million