Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - Triton International Ltdexhibit3229-30x2017.htm
EX-32.1 - EXHIBIT 32.1 - Triton International Ltdexhibit3219-30x2017.htm
EX-31.2 - EXHIBIT 31.2 - Triton International Ltdexhibit3129-30x2017.htm
EX-31.1 - EXHIBIT 31.1 - Triton International Ltdexhibit3119-30x2017.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 September 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 November 8, 2017, there were 80,687,757 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)
 
September 30,
2017
 
December 31,
2016
ASSETS:
 
 
 
Leasing equipment, net of accumulated depreciation of $2,110,332 and $1,787,505
$
8,124,963

 
$
7,370,519

Net investment in finance leases
309,704

 
346,810

Equipment held for sale
52,287

 
99,863

Revenue earning assets
8,486,954

 
7,817,192

Cash and cash equivalents
146,262

 
113,198

Restricted cash
84,209

 
50,294

Accounts receivable, net of allowances of $28,097 and $28,609
197,225

 
173,585

Goodwill
236,665

 
236,665

Lease intangibles, net of accumulated amortization of $125,528 and $56,159
177,229

 
246,598

Insurance receivables
767

 
17,170

Other assets
49,064

 
53,126

Fair value of derivative instruments
3,839

 
5,743

Total assets
$
9,382,214

 
$
8,713,571

LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Equipment purchases payable
$
94,052

 
$
83,567

Fair value of derivative instruments
9,078

 
9,404

Accounts payable and other accrued expenses
116,849

 
143,098

Net deferred income tax liability
336,387

 
317,316

Debt, net of unamortized deferred financing costs of $42,691 and $19,999
6,790,164

 
6,353,449

Total liabilities
7,346,530

 
6,906,834

Shareholders' equity:
 
 
 
Common shares, $0.01 par value, 294,000,000 shares authorized, 80,686,940 and 74,376,025 shares issued and outstanding, respectively
807

 
744

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

 

Additional paid-in capital
887,778

 
690,418

Accumulated earnings
988,566

 
945,313

Accumulated other comprehensive income
22,877

 
26,758

Total shareholders' equity
1,900,028

 
1,663,233

Non-controlling interests
135,656

 
143,504

Total equity
2,035,684

 
1,806,737

Total liabilities and shareholders' equity
$
9,382,214

 
$
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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Leasing revenues:
 
 
 
 
 
 
 
Operating leases
$
296,669

 
$
242,899

 
$
832,414

 
$
560,262

Finance leases
5,451

 
4,890

 
17,247

 
8,886

Total leasing revenues
302,120

 
247,789

 
849,661

 
569,148

 
 
 
 
 
 
 
 
Equipment trading revenues
11,974

 
9,820

 
30,213

 
9,820

Equipment trading expenses
(10,605
)
 
(9,588
)
 
(27,124
)
 
(9,588
)
Trading margin
1,369

 
232

 
3,089

 
232

 
 
 
 
 
 
 
 
Net gain (loss) on sale of leasing equipment
10,263

 
(12,319
)
 
25,063

 
(16,086
)
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Depreciation and amortization
128,581

 
112,309

 
370,552

 
272,585

Direct operating expenses
13,833

 
27,815

 
51,396

 
54,298

Administrative expenses
21,233

 
17,456

 
66,268

 
45,136

Transaction and other costs
32

 
59,570

 
3,340

 
66,517

Provision for doubtful accounts
783

 
22,372

 
1,244

 
22,201

Total operating expenses
164,462

 
239,522

 
492,800

 
460,737

Operating income (loss)
149,290

 
(3,820
)
 
385,013

 
92,557

Other expenses:
 
 
 
 
 
 
 
Interest and debt expense
73,795

 
55,437

 
208,076

 
122,626

Realized loss on derivative instruments, net
20

 
864

 
902

 
2,268

Unrealized loss (gain) on derivative instruments, net
629

 
(3,487
)
 
(80
)
 
5,243

Write-off of deferred financing costs
4,073

 

 
4,116

 
141

Other expense (income), net
164

 
214

 
(1,552
)
 
(775
)
Total other expenses
78,681

 
53,028

 
211,462

 
129,503

Income (loss) before income taxes
70,609

 
(56,848
)
 
173,551

 
(36,946
)
Income tax expense (benefit)
11,063

 
(7,719
)
 
29,688

 
(5,536
)
Net income (loss)
$
59,546

 
$
(49,129
)
 
$
143,863

 
$
(31,410
)
Less: income attributable to noncontrolling interest
2,390

 
2,082

 
6,425

 
4,886

Net income (loss) attributable to shareholders
$
57,156

 
$
(51,211
)
 
$
137,438

 
$
(36,296
)
Net income (loss) per common share—Basic
$
0.76

 
$
(0.74
)
 
$
1.85

 
$
(0.72
)
Net income (loss) per common share—Diluted
$
0.75

 
$
(0.74
)
 
$
1.84

 
$
(0.72
)
Cash dividends paid per common share
$
0.45

 
$
0.90

 
$
1.35

 
$
0.90

Weighted average number of common shares outstanding—Basic
75,214

 
69,336

 
74,245

 
50,090

Dilutive restricted shares and share options
493

 

 
402

 

Weighted average number of common shares outstanding—Diluted
75,707

 
69,336

 
74,647

 
50,090

   
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 (Loss)
(In thousands)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net income (loss)
$
59,546

 
$
(49,129
)
 
$
143,863

 
$
(31,410
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Change in fair value of derivative instruments designated as cash flow hedges (net of income tax effect of $(542), $312, $(2,651) and $312, respectively)
(1,011
)
 
574

 
(4,928
)
 
574

Reclassification of (gain) loss on interest rate swap agreements designated as cash flow hedges (net of income tax effect of $(56), $(100), $405 and $(100), respectively)
(104
)
 
(184
)
 
896

 
(184
)
Foreign currency translation adjustment
39

 
57

 
151

 
(87
)
Other comprehensive (loss) income, net of tax
(1,076
)
 
447

 
(3,881
)
 
303

Comprehensive income
58,470

 
(48,682
)
 
139,982

 
(31,107
)
Less:
 
 
 
 
 
 
 
Comprehensive income attributable to noncontrolling interest
2,390

 
2,082

 
6,425

 
4,886

Comprehensive income (loss), attributable to shareholders
$
56,080

 
$
(50,764
)
 
$
133,557

 
$
(35,993
)
   


















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
(In thousands) (Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
143,863

 
$
(31,410
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
370,552

 
272,585

Amortization of deferred financing costs and other debt related amortization
10,185

 
3,374

Amortization of leasing revenue adjustments
67,592

 
25,726

Share compensation expense
4,491

 
4,334

Net (gain) loss on sale of leasing equipment
(25,063
)
 
16,086

Unrealized (gain) loss on derivative instruments
(80
)
 
5,243

Write-off of deferred financing costs
4,116

 
141

Deferred income taxes
28,372

 
(6,773
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(1,097
)
 
15,928

Accounts payable and other accrued expenses
(36,198
)
 
26,679

Net equipment sold for resale activity
5,292

 
2,595

Cash received for settlement of interest rate swaps
2,117

 

Other assets
648

 
2,974

Net cash provided by operating activities
574,790

 
337,482

Cash flows from investing activities:
 
 
 
Purchases of leasing equipment and investments in finance leases
(1,185,481
)
 
(384,739
)
Proceeds from sale of equipment, net of selling costs
136,647

 
102,376

Cash collections on finance lease receivables, net of income earned
45,146

 
22,315

Cash and cash equivalents acquired

 
50,349

Other
67

 
(366
)
Net cash used in by investing activities
(1,003,621
)
 
(210,065
)
Cash flows from financing activities:
 
 
 
Issuance (redemption) of common shares, net of underwriter expenses
192,932

 
(3,527
)
Debt issuance costs
(32,738
)
 
(5,718
)
Borrowings under debt facilities
2,782,825

 
367,700

Payments under debt facilities and capital lease obligations
(2,334,409
)
 
(365,697
)
(Increase) decrease in restricted cash
(33,915
)
 
23,736

Dividends paid
(99,586
)
 
(51,620
)
Cash paid for settlement of employee taxes related to equity vesting
(71
)
 
(672
)
Distributions to noncontrolling interest
(14,273
)
 
(19,185
)
Other
1,130

 

Net cash provided by (used in) financing activities
461,895

 
(54,983
)
Net increase in cash and cash equivalents
$
33,064

 
$
72,434

Cash and cash equivalents, beginning of period
113,198

 
56,689

Cash and cash equivalents, end of period
$
146,262

 
$
129,123

Supplemental non-cash investing activities:
 
 
 
Equipment purchases payable
$
94,052

 
$
62,638

   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 and Significant Accounting Policies
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 September 30, 2017, the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 and 2016, and the consolidated statements of cash flows for the nine months ended September 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 September 30, 2017 and its consolidated results of operations and comprehensive income for the three and nine months ended September 30, 2017 and 2016, and its cash flows for the nine months ended September 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 nine months ended September 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 the 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 and Significant Accounting Policies (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. 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 deductibles in our credit insurance policies. As of September 30, 2017, the Company had gained control or negotiated the release of 93% of its containers previously leased to Hanjin of which approximately 82% are now leased to other customers or have been 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 insurance policies did not cover its pre-default receivables. The Company has collected an advance partial payment from its insurance providers of $45 million. The Company currently believes that any further losses will be recoverable under the insurance policies, subject to 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, September 30, 2016
 
Nine months ended September 30, 2016
Total leasing revenues
$
261,977

 
$
815,256

Net (loss) income attributable to shareholders
$
(2,377
)
 
$
9,996

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 14%, respectively, of the Company's lease billings during the nine months ended September 30, 2017.


9

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

Note 1—Description of the Business and Significant Accounting Policies (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 nine months ended September 30, 2017. 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 the 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. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company plans to adopt the standard on its required effective date of January 1, 2018, using the modified retrospective approach. The Company does not expect the impact of this standard to be material to its consolidated financial statements and related disclosures.

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 Company does not expect the adoption of this ASU to have a significant impact on the consolidated financial statements.


10

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

Note 1—Description of the Business and Significant Accounting Policies (continued)
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 does not expect the adoption of this ASU to have a significant impact on the consolidated financial statements.

In October 2016, the 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 does not expect the adoption of this ASU to have a significant impact 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 Company currently presents changes in restricted cash and cash equivalents in the financing section of its statement of cash flows. The new guidance will not impact financial results, but will result in a change in the presentation of restricted cash and restricted cash equivalents within the statement of cash flows. The update to the standard is effective for the Company for periods beginning after December 15, 2017. The Company currently plans to adopt this guidance in the first quarter of 2018 using the retrospective approach.

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 ASU on the consolidated financial statements.

In May 2017, the 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. This ASU is effective for interim periods beginning after December 15, 2017 and is required to be applied on a prospective basis. The Company does not expect the adoption of this ASU to have a significant impact on the consolidated financial statements.

In August 2017, FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 changes the recognition and presentation requirements of hedge accounting, including: eliminating the requirement to separately measure and report hedge ineffectiveness; and presenting all items that affect earnings in the same income statement line item as the hedged item. The ASU also provides new alternatives for: applying hedge accounting to additional hedging strategies; measuring the hedged item in fair value hedges of interest rate risk; reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method; and reducing the risk of material error correction if a company applies the shortcut method inappropriately. This ASU is effective for interim periods beginning after December 15, 2018. The Company is in the process of evaluating the impact of this ASU on the consolidated financial statements.


11

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

Note 1—Description of the Business and Significant Accounting Policies (continued)
In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) which provides additional implementation guidance on the previously issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of evaluating the impact of this ASU on the consolidated financial statements.
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):
 
September 30,
2017
 
December 31,
2016
Liabilities
 
 
 
Total debt(1) - carrying value
$
6,864,816

 
$
6,415,664

Total debt(1) - fair value
$
6,919,303

 
$
6,316,229

______________________________________________________________________________
(1) Excludes unamortized deferred financing costs of $42.7 million and $20.0 million and purchase price debt adjustments of $32.0 million and $42.2 million as of September 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):
 
September 30,
2017
 
December 31,
2016
Assets
 
 
 
Equipment held for sale - assets at fair value(1)
$
8,383

 
$
41,067

Cumulative impairment charges(2)
$
(2,939
)
 
$
(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.


12

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

Note 2—Fair Value of Financial Instruments (continued)
The Company recognized net impairment charges of $0.3 million and net impairment reversals of $0.6 million for the three and nine months ended September 30, 2017, respectively. There were $13.2 million of net impairment charges for the three and nine months ended September 30, 2016.
For the fair value of derivatives, 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 determines that these other financial and non-financial assets are impaired after completing an evaluation, these assets should be written down to their fair value.
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 $1.2 million and $4.5 million of share-based compensation expense in administrative expenses for the three and nine months ended September 30, 2017. The Company recognized $2.0 million and $4.3 million of share-based compensation expense in administrative expenses for the three and nine months ended September 30, 2016.

As of September 30, 2017, the total unrecognized compensation expense related to non-vested restricted shares was approximately $8.4 million, which is expected to be recognized through 2020.

During the nine months ended September 30, 2017, the Company granted 121,702 restricted shares to certain employees and canceled 1,962 vested shares to settle payroll taxes on behalf of employees. Additional shares may be granted based upon the Company's performance measured against selected peers. During the nine months ended September 30, 2017, the Company granted 38,675 shares to directors which vested immediately.

On September 12, 2017, the Company completed a common share offering in which it sold 5,350,000 common shares at a public offering price of $32.75 per share. On September 22, 2017, the Company sold an additional 802,500 common shares at a public offering price of $32.75 per share pursuant to the full exercise of an option granted to the underwriters in connection with the offering. The aggregate net proceeds received by the Company from the offering, including the exercise of the option, amounted to $192.9 million after deducting underwriting discounts and commissions, and before deducting total expenses incurred in connection with the offering of approximately $1.5 million. The net proceeds will be used for general corporate purposes, including the purchase of containers.
Accumulated Other Comprehensive Income
The following table summarizes the components of accumulated other comprehensive income (loss), net of tax for the nine months ended September 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
(4,928
)
 

 
(4,928
)
Reclassification of loss on interest rate swap agreements designated as cash flow hedges
896

 

 
896

Foreign currency translation adjustment

 
151

 
151

Other comprehensive (loss) income
(4,032
)
 
151

 
(3,881
)
Balance as of September 30, 2017
$
27,150

 
$
(4,273
)
 
$
22,877


13

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

Note 3—Share Based Compensation and Other Equity Matters (continued)
 
Cash Flow
Hedges
 
Foreign
Currency
Translation
 
Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2015
$

 
$
(3,666
)
 
$
(3,666
)
Change in fair value of derivative instruments designated as cash flow hedges
574

 

 
574

Reclassification of realized (gain) on interest rate swap agreements designated as cash flow hedges
(184
)
 

 
(184
)
Foreign currency translation adjustment

 
(87
)
 
(87
)
Other comprehensive income (loss)
390

 
(87
)
 
303

Balance as of September 30, 2016
$
390

 
$
(3,753
)
 
$
(3,363
)
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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Reclassification of (gain) loss on interest rate swap agreements
$
(160
)
 
$
(284
)
 
$
1,301

 
$
(284
)
Interest and debt expense
Income tax (benefit) expense
56

 
100

 
(405
)
 
100

Income tax expense
Amounts reclassified from accumulated other comprehensive income, net of tax
$
(104
)
 
$
(184
)
 
$
896

 
$
(184
)
Net income

Note 4—Net Investment in Finance Leases
The following table summarizes the components of the net investment in finance leases (in thousands):
 
September 30,
2017
 
December 31,
2016
Future minimum lease payment receivable
$
302,652

 
$
353,811

Estimated residual values
64,584

 
65,793

Gross finance lease receivables
367,236

 
419,604

Unearned income
(57,532
)
 
(72,794
)
Net investment in finance leases, net of allowances
$
309,704

 
$
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 recoverability. 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):
 
September 30,
2017
 
December 31,
2016
Institutional notes
$
2,388,857

 
$
2,233,874

Asset backed securitization (ABS) notes
2,450,199

 
1,384,235

Term loan facilities
1,752,443

 
1,332,030

Asset backed warehouse facility
45,000

 
660,000

Revolving credit facilities
115,000

 
708,750

Capital lease obligations
113,317

 
96,775

Total debt outstanding
6,864,816

 
6,415,664

Deferred financing costs
(42,691
)
 
(19,999
)
Purchase price debt adjustment
(31,961
)
 
(42,216
)
Debt, net
$
6,790,164

 
$
6,353,449

As of September 30, 2017, the Company had $4,354.2 million of debt outstanding on facilities with fixed interest rates and $2,510.6 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 September 30, 2017, the Company had interest rate swaps in place with a notional amount of $1,760.6 million to fix the floating interest rates on a portion of its floating rate debt obligations. The Company recognized $4.1 million of write-off of deferred financing costs for the three and nine months ended September 30, 2017. Write-off of deferred financing costs for the three and nine months ended September 30, 2016 were immaterial.
The Company is subject to certain financial covenants under its debt facilities, and as of September 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. 

Institutional Notes

On July 13, 2017, the Company completed an offering of $250.0 million of senior secured notes. The Series 2017 A-1 notes had an original principal amount of $105.0 million, an interest rate of 4.35%, and a scheduled maturity of June 30, 2027. The 2017 Series A-2 notes had an original principal amounts of $145.0 million, an interest rate of 4.64%, and a scheduled maturity of June 30, 2029.

Asset Backed Securitization (ABS) Notes
On April 7, 2017, the Company completed an offering of $281.0 million of Class A fixed rate asset-backed notes. The notes have an interest rate of 4.50% and a scheduled maturity of April 20, 2027.

On June 15, 2017, the Company completed an offering of $318.9 million of Class A and B fixed rate asset-backed notes. The notes have a contractual weighted average interest rate of 3.57% and a scheduled maturity date of June 21, 2027.

On July 20, 2017, the Company terminated and paid down $80.1 million of its principal amount on an asset-backed note.

On August 14, 2017, the Company terminated and paid down $257.4 million of its principal amount on an asset-backed note.

On August 23, 2017, the Company completed an offering of $450.0 million of Class A and B fixed rate asset-backed notes. The notes have a contractual weighted average interest rate of 3.66% and a scheduled maturity of August 20, 2027.

15

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

Note 5—Debt (continued)
On September 29, 2017, the Company completed an offering of $540.0 million asset-backed notes. The notes have an interest rate of one-month LIBOR plus 2.15% margin with a scheduled maturity date of September 20, 2022.

Term Loan Facilities
On January 20, 2017, the Company increased its borrowing on a term loan facility by $50.0 million. This incremental borrowing has an interest rate of one-month LIBOR plus 2.35% margin and a scheduled maturity date of December 19, 2020 which is aligned with the previous loans under the facility.

On January 25, 2017, the Company increased its borrowing on a term loan facility by $50.0 million. This incremental borrowing has an 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 loans under the facility.

On February 24, 2017, the Company secured financing on its property for $18.8 million. This arrangement has an interest rate of three-month LIBOR plus 2.25% margin and a scheduled maturity date of March 1, 2020.

On March 13, 2017, the Company increased its borrowings on a term loan facility by $25.0 million. This incremental borrowing has an 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 loans under this facility.

On June 16, 2017, the Company entered into a term loan facility of $260.0 million. The term loan facility has an interest rate of three-month LIBOR plus 2.25% margin and a scheduled maturity date of June 16, 2022.

On June 20, 2017, the Company increased its borrowings on a long term loan facility by $50.0 million. This incremental borrowing has an 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.

Asset Backed Securitization Warehouse Facilities
On March 10, 2017, the Company entered into a floating rate ABS warehouse facility with a borrowing capacity of $400.0 million. The first $200.0 million of this commitment has a one year revolving period followed by an eighteen month term period. The second $200.0 million of this commitment has a two year revolving period followed by a three year term period. This ABS warehouse facility has a contractual weighted average interest rate of three-month LIBOR plus a margin ranging from 2.25% to 4.25% with a scheduled maturity date of March 21, 2022.

On September 29, 2017, the Company terminated an ABS warehouse facility which had a borrowing capacity of $750.0 million and entered into a new ABS warehouse facility with a borrowing capacity of $400.0 million. This ABS warehouse facility has a contractual weighted average interest rate of one-month LIBOR plus a margin ranging from 1.85% to 2.85% with a scheduled maturity date of September 20, 2024.

Revolving Credit Facilities

On June 16, 2017, the Company terminated a $450.0 million revolving credit facility and increased its credit limit on a separate facility from $600.0 million to $1,025.0 million, and extended the term of the facility to June 16, 2022. This revolving credit facility’s interest rate remained at one-month LIBOR plus 2.00% margin.

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.
As of September 30, 2017, the Company had interest rate swap 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
 
Weighted Average
Remaining Term
Interest rate swaps
 
$1,760.6 Million
 
1.70%
 
3.5 years
Interest Rate Swaps Activity
The Company entered into two interest rate swap agreements during the first quarter of 2017 for a total notional amount 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.

The Company terminated three interest rate swap agreements during the third quarter of 2017 with a total notional value of $193.1 million. The Company also terminated two interest rate cap agreements during the third quarter with a total notional value of $69.2 million which did not impact its consolidated financial statements, as the interest rate cap value per the contract exceeded actual interest rates.
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 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
September 30, 2017
 
December 31, 2016
 
September 30, 2017
 
December 31, 2016
Interest rate swap contracts, designated as cash flow hedges
$
1,143

 
$
526

 
$
8,886

 
$
8,728

Interest rate swap contracts, not designated
2,696

 
5,217

 
192

 
676

Fair value of derivative instruments
$
3,839

 
$
5,743

 
$
9,078

 
$
9,404


16

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

Note 6—Derivative Instruments (continued)
The following table summarizes the impact of derivative instruments on the consolidated statements of operations and the consolidated statements of comprehensive income (loss) (in thousands):
 
 
 
Three Months Ended  September 30,
 
Nine Months Ended September 30,
Derivative instrument
Financial statement caption
 
2017
 
2016
 
2017
 
2016
Non-designated interest rate swaps
Realized loss on derivative instruments, net
 
$
20

 
$
864

 
$
902

 
$
2,268

Non-designated interest rate swaps
Unrealized loss (gain) on derivative instruments, net
 
$
629

 
$
(3,487
)
 
$
(80
)
 
$
5,243

Designated interest rate swaps
Other comprehensive income (loss)
 
$
(1,553
)
 
$
886

 
$
(7,579
)
 
$
886

Designated interest rate swaps
Interest and debt (income)expense
 
$
(160
)
 
$
(284
)
 
$
1,301

 
$
(284
)
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 disposes of containers and chassis from its lease fleet, as well as manages 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.
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 September 30,
 
2017
 
2016
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
Total leasing revenues
$
301,282

 
$
838

 
$
302,120

 
$
247,011

 
$
778

 
$
247,789

Trading margin

 
1,369

 
1,369

 

 
232

 
232

Net gain (loss) on sale of leasing equipment
10,263

 

 
10,263

 
(12,319
)
 

 
(12,319
)
Depreciation and amortization expense
128,428

 
153

 
128,581

 
112,134

 
175

 
112,309

Interest and debt expense
73,466

 
329

 
73,795

 
55,124

 
313

 
55,437

Realized loss on derivative instruments, net
20

 

 
20

 
864

 

 
864

Income before income taxes(1)
73,232

 
2,079

 
75,311

 
(56,356
)
 
(3,979
)
 
(60,335
)
_______________________________________________________________________________
(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 $0.6 million and unrealized gains on interest rate swaps were $3.5 million for the three months ended September 30, 2017 and 2016, respectively. Write-offs of deferred financings costs were $4.1 million for the three months ended September 30, 2017. There were no write-offs of deferred financing costs for the three months ended September 30, 2016.

17

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

Note 7—Segment and Geographic Information (continued)
 
Nine Months Ended September 30,
 
2017
 
2016
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
Total leasing revenues
$
847,136

 
$
2,525

 
$
849,661

 
$
568,370

 
$
778

 
$
569,148

Trading margin

 
3,089

 
3,089

 

 
232

 
232

Net gain (loss) on sale of leasing equipment
25,063

 

 
25,063

 
(16,086
)
 

 
(16,086
)
Depreciation and amortization expense
370,081

 
471

 
370,552

 
272,410

 
175

 
272,585

Interest and debt expense
206,959

 
1,117

 
208,076

 
122,313

 
313

 
122,626

Realized loss on derivative instruments, net
902

 

 
902

 
2,268

 

 
2,268

Income before income taxes(1)
173,330

 
4,257

 
177,587

 
(27,583
)
 
(3,979
)
 
(31,562
)
_______________________________________________________________________________
(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 $0.1 million and unrealized losses on interest rate swaps were $5.2 million for the nine months ended September 30, 2017 and 2016, respectively. There were $4.1 million and $0.1 million write-offs of deferred financing costs for the nine months ended September 30, 2017 and 2016, respectively.
 
Balance as of September 30, 2017
 
Balance as of December 31, 2016
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
 
Equipment
Leasing
 
Equipment
Trading
 
Totals
Equipment held for sale
$
39,666

 
$
12,621

 
$
52,287

 
$
81,804

 
$
18,059

 
$
99,863

Goodwill
220,864

 
15,801

 
236,665

 
220,864

 
15,801

 
236,665

Total assets
9,337,450

 
44,764

 
9,382,214

 
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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Total leasing revenues:
 
 
 
 
 
 
 
Asia
$
127,205

 
$
114,579

 
$
361,975

 
$
287,736

Europe
133,752

 
107,219

 
376,414

 
215,545

Americas
31,014

 
15,671

 
80,464

 
38,144

Other
9,504

 
10,205

 
29,771

 
27,375

Bermuda
645

 
115

 
1,037

 
348

Total
$
302,120

 
$
247,789

 
$
849,661

 
$
569,148



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 based on customers' primary domicile (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Total equipment trading revenues:
 
 
 
 
 
 
 
Asia
$
6,582

 
$
5,330

 
$
15,063

 
$
5,330

Europe
2,510

 
2,297

 
6,728

 
2,297

Americas
1,973

 
1,386

 
5,672

 
1,386

Other
909

 
807

 
2,728

 
807

Bermuda

 

 
22

 

Total
$
11,974

 
$
9,820

 
$
30,213

 
$
9,820

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 September 30, 2017, commitments for capital expenditures totaled approximately $263.2 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 in June 2017.

The Company established a retention bonus plan (the “Plan”) in 2015 to award bonuses to certain employees for continued service who were 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 June 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.

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
(28,028
)
Balance at September 30, 2017
$


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.

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 severance balance (in thousands):
 
Total
Balance at December 31, 2016
$
20,718

Accrual
88

Payments
(16,581
)
Balance at September 30, 2017
$
4,225

Note 9—Income Taxes
The Company's effective tax rates were 15.7% and 13.6% for the three months ended September 30, 2017 and 2016, respectively, and 17.1% and 15.0% for the nine months ended September 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 an increase in the proportion of pretax income (loss) generated in higher tax jurisdictions.
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 has an equity investment in TriStar which is included in other assets on the consolidated balance sheet. The following table summarizes payments, direct finance lease and a loan payable balances with TriStar (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Payments received from TriStar on direct finance leases
$
477

 
$
419

 
$
1,373

 
$
1,246

Payments received from TriStar on loan payable
$

 
$
43

 
$
86

 
$
85

 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2017
 
December 31,
2016
Direct finance lease balance
 
$
10,964

 
$
10,636

Loan payable balance
 
$
42

 
$
126

Note 11—Subsequent Events
Quarterly Dividend
On November 7, 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 December 22, 2017 to shareholders of record at the close of business on December 1, 2017.








20


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.

Triton is the world's largest lessor of intermodal containers. Triton also leases 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 September 30, 2017, our equipment fleet consisted of 3.3 million units, representing 5.5 million twenty-foot equivalent units ("TEU"). We have an extensive global presence, offering leasing services through 24 offices in 15 countries and 463 third party container depot facilities in 47 countries as of September 30, 2017. Our customers are among the largest shipping lines in the world. For the nine months ended September 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 14% 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.


21


The following tables summarizes our equipment fleet as of September 30, 2017, December 31, 2016, and September 30, 2016 indicated in units, TEU and cost equivalent units, or "CEU".
 
Equipment Fleet in Units
 
Equipment Fleet in TEU
 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
Dry
2,997,356

 
2,737,982

 
2,672,386

 
4,873,026

 
4,424,905

 
4,296,420

Refrigerated
217,121

 
217,243

 
213,417

 
417,138

 
416,992

 
409,657

Special
89,219

 
92,957

 
93,580

 
159,243

 
164,977

 
165,852

Tank
11,948

 
11,961

 
11,962

 
11,948

 
11,961

 
11,962

Chassis
22,522

 
22,128

 
22,158

 
41,062

 
40,233

 
40,279

Equipment leasing fleet
3,338,166

 
3,082,271

 
3,013,503

 
5,502,417

 
5,059,068

 
4,924,170

Equipment trading fleet
10,998

 
15,927

 
15,680

 
17,993

 
26,276

 
26,214

Total
3,349,164

 
3,098,198

 
3,029,183

 
5,520,410

 
5,085,344

 
4,950,384

 
Equipment Fleet in CEU(1)
 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
Operating leases
6,544,960

 
6,126,320

 
5,975,852

Finance leases
334,121

 
368,468

 
375,109

Equipment trading fleet
55,483

 
72,646

 
76,417

Total
6,934,564

 
6,567,434

 
6,427,378

______________________________________________________________________________
(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 September 30, 2017:
Equipment Fleet
Percentage of
total fleet in
units
 
Percentage of total
fleet in CEU
Dry
89.5
%
 
61.3
%
Refrigerated
6.5

 
30.7

Special
2.7

 
3.0

Tank
0.4

 
2.8

Chassis
0.6

 
1.4

Equipment leasing fleet
99.7

 
99.2

Equipment trading fleet
0.3

 
0.8

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.


22


The following table summarizes the percentage of our lease portfolio by lease type based on CEU on-hire as of September 30, 2017, December 31, 2016, and September 30, 2016:
Lease Portfolio
September 30,
2017

December 31,
2016

September 30,
2016
Long-term leases
70.7
%
 
69.7
%
 
68.2
%
Finance leases
5.1

 
6.3

 
6.7

Service leases
14.7

 
18.5

 
19.1

Expired long-term leases (units on-hire)
9.5

 
5.5

 
6.0

Total
100.0
%
 
100.0
%
 
100.0
%
As of September 30, 2017, December 31, 2016 and September 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 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 during the third quarter of 2017, especially for our dry container product line. The supply / demand balance for containers has been strong, driven by stronger than expected global containerized trade growth, limited new container production volumes during 2016, reduced new container purchases by a number of our competitors and shipping line customers, and new container production disruptions in 2017. We have been able to capitalize on these market conditions to produce solid improvements in our operating metrics and financial performance.
Fleet size.    As of September 30, 2017, our fleet included 6,934,564 CEU, an increase of 5.6% as compared to December 31, 2016, and an increase of 7.9% as compared to September 30, 2016. The increase in our fleet size was due to significant investments in new containers and sale-leaseback transactions in the last quarter of 2016 and during 2017.
Trade growth in 2017 has been stronger than expected, and most forecasters are currently projecting global containerized trade growth in the range of six percent. In addition, in 2017 we benefited 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 and have reduced their levels of new container investments. As of November 8, 2017, Triton has ordered approximately 790,000 CEU valued at approximately $1.6 billion in new and sale-leaseback containers for delivery in 2017. Approximately 122,000 CEU of these orders have not yet been delivered, and we expect our fleet size to increase further in the fourth quarter.
Utilization.    Our average utilization was 97.6% during the third quarter of 2017 an increase from 96.5% in the second quarter of 2017 and an increase from 92.4% in the third quarter of 2016. As of November 8, 2017, our utilization was 98.2%. In 2017, the strong supply / demand balance for containers and our increased leasing share has led to very strong container pick up activity and limited container drop off volumes. We expect the supply / demand balance for containers to remain favorable in 2018, but our utilization is near maximum levels, especially for dry containers, limiting the potential for further improvements.

23


The following tables summarizes the equipment fleet utilization(1) for the periods indicated below.
 
Quarter Ended
 
September 30,
2017
 
June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
Average Utilization(2)
97.6
%
 
96.5
%
 
95.3
%
 
93.6
%
 
92.4
%

September 30,
2017
 
June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
Ending Utilization
98.0
%
 
97.1
%
 
95.8
%
 
94.8
%
 
92.6
%
_______________________________________________________________________________

(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.

(2)
The average utilization for the quarter ending September 30, 2016 includes the combination of TCIL and TAL for the first 12 days of July 2016 which were prior to the Merger.
Average lease rates.    Average portfolio lease rates for our dry container product line increased in the third quarter of 2017 by 2.8% compared to the second quarter of 2017 and decreased by 0.5% compared to the third 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 continued to increase throughout 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 new container prices remain in their current range and 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 third quarter of 2017 by 1.9% compared to the second quarter of 2017 and decreased by 8.2% compared to the third 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 and we expect them to continue to trend down.
The average lease rates for special containers remained flat in the third quarter of 2017 compared to the second quarter of 2017 and decreased by 2.3% compared to the third 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 third 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 third quarter increased 8% from the second quarter of 2017 and 51% from the third quarter of 2016. We expect average dry container selling prices to increase further in the fourth quarter of 2017.
Disposal volumes of used containers decreased significantly in the third quarter of 2017 as compared to the second quarter of 2017 and the third quarter of 2016 as strong lease demand has contributed to a significant reduction in the volume of containers being redelivered and designated for sale.
 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.

24


On August 31, 2016, Hanjin Shipping Co. ("Hanjin"), a lessee of the Company, filed for bankruptcy court protection and immediately began a liquidation process. At the time, Hanjin had approximately 87,000 of our containers on lease with a net book value of $243.3 million. 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 deductibles in our credit insurance policies. As of September 30, 2017, we have gained control or negotiated the release of over 93% of our containers previously on-hire to Hanjin of which approximately 82% are now back on-hire to other customers or have been sold.

We maintained credit insurance to cover the value of containers that are unrecoverable, costs incurred to recover containers and up to six months of lost lease revenue (limited up to six months or until a container is recovered, repaired, and available for re-lease), subject to our deductibles. The insurance policies did not cover our pre-default receivables. We have collected an advance partial payment from our insurance providers of $45 million. The Company currently believes that any further losses will be recoverable under the insurance policies, subject to 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 and pricing of credit insurance and related products.

Dividends
We paid the following quarterly dividends during the nine months ended September 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
September 1, 2017
 
September 22, 2017
 
$33.2 Million
 
$0.45
Shareholders' Equity
On September 12, 2017, the Company completed a common share offering in which it sold 5,350,000 common shares at a public offering price of $32.75 per share. On September 22, 2017, the Company sold an additional 802,500 common shares at a public offering price of $32.75 per share pursuant to the full exercise of an option granted to the underwriters in connection with the offering. The aggregate net proceeds received by the Company from the offering, including the exercise of the option, amounted to $192.9 million after deducting underwriting discounts and commissions, before deducting total expenses incurred in connection with the offering of approximately $1.5 million. The net proceeds will be used for general corporate purposes, including the purchase of containers.


25


Results of Operations
The following table summarizes our results of operations for the periods indicated. The results for the three and nine months ended September 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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Leasing revenues:
 
 
 
 
 
 
 
Operating leases
$
296,669

 
$
242,899

 
$
832,414

 
$
560,262

Finance leases
5,451

 
4,890

 
17,247

 
8,886

Total leasing revenues
302,120

 
247,789

 
849,661

 
569,148

 
 
 
 
 
 
 
 
Equipment trading revenues
11,974

 
9,820

 
30,213

 
9,820

Equipment trading expenses
(10,605
)
 
(9,588
)
 
(27,124
)
 
(9,588
)
Trading margin
1,369

 
232

 
3,089

 
232

 
 
 
 
 
 
 
 
Net gain (loss) on sale of leasing equipment
10,263

 
(12,319
)
 
25,063

 
(16,086
)
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Depreciation and amortization
128,581

 
112,309

 
370,552

 
272,585

Direct operating expenses
13,833

 
27,815

 
51,396

 
54,298

Administrative expenses
21,233

 
17,456

 
66,268

 
45,136

Transaction and other costs
32

 
59,570

 
3,340

 
66,517

Provision for doubtful accounts
783

 
22,372

 
1,244

 
22,201

Total operating expenses
164,462

 
239,522

 
492,800

 
460,737

Operating income (loss)
149,290

 
(3,820
)
 
385,013

 
92,557

Other expenses:
 
 
 
 
 
 
 
Interest and debt expense
73,795

 
55,437

 
208,076

 
122,626

Realized loss on derivative instruments, net
20

 
864

 
902

 
2,268

Unrealized loss (gain) on derivative instruments, net
629

 
(3,487
)
 
(80
)
 
5,243

Write-off of deferred financing costs
4,073

 

 
4,116

 
141

Other expense (income), net
164

 
214

 
(1,552
)
 
(775
)
Total other expenses
78,681

 
53,028

 
211,462

 
129,503

Income (loss) before income taxes
70,609

 
(56,848
)
 
173,551

 
(36,946
)
Income tax expense (benefit)
11,063

 
(7,719
)
 
29,688

 
(5,536
)
Net income (loss)
$
59,546

 
$
(49,129
)
 
$
143,863

 
$
(31,410
)
Less: income attributable to noncontrolling interest
2,390

 
2,082

 
6,425

 
4,886

Net income (loss) attributable to shareholders
$
57,156

 
$
(51,211
)
 
$
137,438

 
$
(36,296
)









26


Comparison of Three Months Ended September 30, 2017 and 2016.
The following table summarizes our comparative results for the periods indicated (in thousands):
 
Three Months Ended September 30,
 
2017
 
2016
 
Variance
Leasing revenues:
 
 
 
 
 
Operating leases
$
296,669

 
$
242,899

 
$
53,770

Finance leases
5,451

 
4,890

 
561

Total leasing revenues
302,120

 
247,789

 
54,331

 
 
 
 
 
 
Equipment trading revenues
11,974

 
9,820

 
2,154

Equipment trading expenses
(10,605
)
 
(9,588
)
 
(1,017
)
Trading margin
1,369

 
232

 
1,137

 
 
 
 
 
 
Net gain (loss) on sale of leasing equipment
10,263

 
(12,319
)
 
22,582

 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
Depreciation and amortization
128,581

 
112,309

 
16,272

Direct operating expenses
13,833

 
27,815

 
(13,982
)
Administrative expenses
21,233

 
17,456

 
3,777

Transaction and other costs
32

 
59,570

 
(59,538
)
Provision for doubtful accounts
783

 
22,372

 
(21,589
)
Total operating expenses
164,462

 
239,522

 
(75,060
)
Operating income (loss)
149,290

 
(3,820
)
 
153,110

Other expenses:
 
 
 
 
 
Interest and debt expense
73,795

 
55,437

 
18,358

Realized loss on derivative instruments, net
20

 
864

 
(844
)
Unrealized loss (gains) on derivative instruments, net
629

 
(3,487
)
 
4,116

Write-off of deferred financing costs
4,073

 

 
4,073

Other expense (income), net
164

 
214

 
(50
)
Total other expenses
78,681

 
53,028

 
25,653

Income (loss) before income taxes
70,609

 
(56,848
)
 
127,457

Income tax expense (benefit)
11,063

 
(7,719
)
 
18,782

Net income (loss)
$
59,546

 
$
(49,129
)
 
$
108,675

Less: income attributable to noncontrolling interest
2,390

 
2,082

 
308

Net income (loss) attributable to shareholders
$
57,156

 
$
(51,211
)
 
$
108,367


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. Included in the three months ended September 30, 2017 is an additional twelve days of activity related to TAL as compared to the three months ended September 30, 2016.
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.

27


 
Three Months Ended September 30,
 
2017
 
2016
 
Variance
 
(in thousands)
Leasing revenues:
 
 
 
 
 
Operating lease revenues:
 
 
 
 
 
Per diem revenues
$
287,357

 
$
224,243

 
$
63,114

Fee and ancillary lease revenues
9,312

 
18,656

 
(9,344
)
Total operating lease revenues
296,669

 
242,899

 
53,770

Finance lease revenues
5,451

 
4,890

 
561

Total leasing revenues
$
302,120

 
$
247,789

 
$
54,331

Total leasing revenues were $302.1 million for the three months ended September 30, 2017, compared to $247.8 million in the same period in 2016, an increase of $54.3 million.
Per diem revenues were $287.4 million in the three months ended September 30, 2017 compared to $224.2 million in the same period in 2016, an increase of $63.1 million. The primary reasons for the increase are as follows:
$14.8 million increase due to the inclusion of TAL's per diem revenues for the full quarter in 2017 while TAL's per diem revenues were included only after July 12th in the third quarter of 2016;
$51.5 million increase due to an additional 1,029,221 CEU in the average number of containers on-hire under operating leases; partially offset by a
$4.8 million decrease due to a decrease in average CEU per diem rates.
Fee and ancillary lease revenues were $9.3 million in the three months ended September 30, 2017 compared to $18.7 million in the same period in 2016, a decrease of $9.4 million. The primary reason for the decrease is due to a decrease in redelivery fees due to a decrease in the volume of container re-deliveries as a result of strong demand.
Finance lease revenues were $5.5 million in the three months ended September 30, 2017 compared to $4.9 million in the same period in 2016, an increase of $0.6 million. This increase was primarily due to the inclusion of a finance lease contract that commenced in September 2016 for a full quarter in 2017 as compared to one month in 2016.
Trading Margin.    Trading margin was $1.4 million for the three months ended September 30, 2017 compared to