EX-99.2 3 tm2322077d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

CONSOLIDATED FINANCIAL STATEMENTS

 

TRITON INTERNATIONAL LIMITED

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

 

   March 31, 2023   December 31, 2022 
ASSETS:          
Leasing equipment, net of accumulated depreciation of $4,305,897 and $4,289,259  $9,290,628   $9,530,396 
Net investment in finance leases   1,621,341    1,639,831 
Equipment held for sale   178,327    138,506 
Revenue earning assets   11,090,296    11,308,733 
Cash and cash equivalents   92,825    83,227 
Restricted cash   103,032    103,082 
Accounts receivable, net of allowances of $2,240 and $2,075   249,828    226,554 
Goodwill   236,665    236,665 
Lease intangibles, net of accumulated amortization of $293,184 and $291,837   5,273    6,620 
Other assets   30,814    28,383 
Fair value of derivative instruments   92,462    115,994 
Total assets  $11,901,195   $12,109,258 
LIABILITIES AND SHAREHOLDERS' EQUITY:          
Equipment purchases payable  $19,610   $11,817 
Fair value of derivative instruments   1,982    2,117 
Deferred revenue   315,643    333,260 
Accounts payable and other accrued expenses   86,225    71,253 
Net deferred income tax liability   412,583    411,628 
Debt, net of unamortized costs of $52,068 and $55,863   7,907,392    8,074,820 
Total liabilities   8,743,435    8,904,895 
Shareholders' equity:          
Preferred shares, $0.01 par value, at liquidation preference   730,000    730,000 
Common shares, $0.01 par value, 270,000,000 shares authorized, 81,441,414 and 81,383,024 shares issued, respectively   814    814 
Undesignated shares, $0.01 par value, 800,000 shares authorized, no shares issued and outstanding        
Treasury shares, at cost, 26,239,401 and 24,494,785 shares, respectively   (1,194,519)   (1,077,559)
Additional paid-in capital   906,644    909,911 
Accumulated earnings   2,629,499    2,531,928 
Accumulated other comprehensive income (loss)   85,322    109,269 
Total shareholders' equity   3,157,760    3,204,363 
Total liabilities and shareholders' equity  $11,901,195   $12,109,258 

 

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

 

1

 

 

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

   Three Months Ended March 31, 
   2023   2022 
Leasing revenues:          
Operating leases  $370,348   $388,945 
Finance leases   27,375    28,143 
Total leasing revenues   397,723    417,088 
           
Equipment trading revenues   19,102    34,120 
Equipment trading expenses   (18,033)   (29,979)
Trading margin   1,069    4,141 
           
Net gain on sale of leasing equipment   15,500    28,969 
           
Operating expenses:          
Depreciation and amortization   148,435    160,716 
Direct operating expenses   23,241    6,220 
Administrative expenses   22,864    21,300 
Provision (reversal) for doubtful accounts   (1,797)   (27)
Total operating expenses   192,743    188,209 
Operating income (loss)   221,549    261,989 
Other expenses:          
Interest and debt expense   58,824    54,510 
Unrealized (gain) loss on derivative instruments, net   (4)   (439)
Debt termination expense       36 
Other (income) expense, net   (44)   (308)
Total other expenses   58,776    53,799 
Income (loss) before income taxes   162,773    208,190 
Income tax expense (benefit)   12,960    13,932 
Net income (loss)  $149,813   $194,258 
Less: dividend on preferred shares   13,028    13,028 
Net income (loss) attributable to common shareholders  $136,785   $181,230 
Net income per common share—Basic  $2.45   $2.79 
Net income per common share—Diluted  $2.44   $2.78 
Cash dividends paid per common share  $0.70   $0.65 
Weighted average number of common shares outstanding—Basic   55,885    64,887 
Dilutive restricted shares   255    267 
Weighted average number of common shares outstanding—Diluted   56,140    65,154 

 

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

 

2

 

 

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

   Three Months Ended March 31, 
   2023   2022 
Net income (loss)  $149,813   $194,258 
Other comprehensive income (loss), net of tax:          
Change in derivative instruments designated as cash flow hedges   (15,236)   74,017 
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges   (8,729)   6,307 
Foreign currency translation adjustment   18    (166)
Other comprehensive income (loss), net of tax   (23,947)   80,158 
Comprehensive income   125,866    274,416 
Less:          
Dividend on preferred shares   13,028    13,028 
Comprehensive income attributable to common shareholders  $112,838   $261,388 
           
Tax (benefit) provision on change in derivative instruments designated as cash flow hedges  $(505)  $5,546 
Tax (benefit) provision on reclassification of (gain) loss on derivative instruments designated as cash flow hedges  $(1,059)  $463 

 

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

 

3

 

 

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Shareholders' Equity

(In thousands, except share amounts)

(Unaudited)

 

   Preferred Shares   Common Shares   Treasury Shares   Add'l
Paid in
   Accumulated Accumulated Other
Comprehensive
   Total 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Earnings Income (Loss)   Equity 
Balance as of December 31, 2022   29,200,000   $730,000    81,383,024   $814    24,494,785   $(1,077,559)  $909,911   $2,531,928 $ 109,269   $3,204,363 
Share-based compensation           135,716    1            2,212           2,213 
Treasury shares acquired                   1,744,616    (116,960)              (116,960)
Share repurchase to settle shareholder tax obligations           (77,326)   (1)           (5,479)          (5,480)
Net income (loss)                               149,813       149,813 
Other comprehensive income (loss)                                  (23,947)   (23,947)
Common shares dividend declared ($0.70 per share)                               (39,214)      (39,214)
Preferred shares dividend declared                               (13,028)      (13,028)
Balance as of March 31, 2023   29,200,000   $730,000    81,441,414   $814    26,239,401   $(1,194,519)  $906,644   $2,629,499 $ 85,322   $3,157,760 

 

   Preferred Shares   Common Shares   Treasury Shares   Add'l
Paid in
   Accumulated Accumulated Other
Comprehensive
   Total 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Earnings Income (Loss)   Equity 
Balance as of December 31, 2021   29,200,000   $730,000    81,295,366   $813    15,429,499   $(522,360)  $904,224   $2,000,854  (48,819)  $3,064,712 
Share-based compensation           164,932    2            2,554           2,556 
Treasury shares acquired                   1,257,374    (80,166)              (80,166)
Share repurchase to settle shareholder tax obligations           (93,253)   (1)           (5,628)          (5,629)
Net income (loss)                               194,258       194,258 
Other comprehensive income (loss)                                  80,158    80,158 
Common shares dividend declared ($0.65 per share)                               (42,307)      (42,307)
Preferred shares dividend declared                               (13,028)      (13,028)
Balance as of March 31, 2022   29,200,000   $730,000    81,367,045   $814    16,686,873   $(602,526)  $901,150   $2,139,777 $ 31,339   $3,200,554 

 

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

 

4

 

 

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   Three Months Ended March 31, 
   2023   2022 
Cash flows from operating activities:          
Net income (loss)  $149,813   $194,258 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation and amortization   148,435    160,716 
Amortization of deferred debt cost and other debt related amortization   1,945    3,526 
Lease related amortization   1,455    3,013 
Share-based compensation expense   2,213    2,556 
Net (gain) loss on sale of leasing equipment   (15,500)   (28,969)
Unrealized (gain) loss on derivative instruments   (4)   (439)
Debt termination expense       36 
Deferred income taxes   2,519    5,193 
Changes in operating assets and liabilities:          
Accounts receivable, net   (25,332)   (23,835)
Deferred revenue   (17,617)   35,237 
Accounts payable and other accrued expenses   15,120    4,143 
Net equipment sold (purchased) for resale activity   8,724    (7,749)
Cash received (paid) for settlement of interest rate swaps       12,178 
Cash collections on finance lease receivables, net of income earned   29,666    28,745 
Other assets   1,380    10,061 
Net cash provided by (used in) operating activities   302,817    398,670 
Cash flows from investing activities:          
Purchases of leasing equipment and investments in finance leases   (35,316)   (511,027)
Proceeds from sale of equipment, net of selling costs   87,585    57,274 
Other   (6)   (135)
Net cash provided by (used in) investing activities   52,263    (453,888)
Cash flows from financing activities:          
Purchases of treasury shares   (116,655)   (81,720)
Debt issuance costs       (5,507)
Borrowings under debt facilities   55,000    932,600 
Payments under debt facilities and finance lease obligations   (226,502)   (766,686)
Dividends paid on preferred shares   (13,028)   (13,028)
Dividends paid on common shares   (38,867)   (41,950)
Other   (5,480)   (5,629)
Net cash provided by (used in) financing activities   (345,532)   18,080 
Net increase (decrease) in cash, cash equivalents and restricted cash  $9,548   $(37,138)
Cash, cash equivalents and restricted cash, beginning of period   186,309    230,538 
Cash, cash equivalents and restricted cash, end of period  $195,857   $193,400 
Supplemental disclosures:          
Interest paid  $54,008   $39,127 
Income taxes paid (refunded)  $214   $137 
Supplemental non-cash investing activities:          
Equipment purchases payable  $19,610   $56,804 

 

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

 

5

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1—Description of the Business, Basis of Presentation and Accounting Policy Updates

 

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.

 

Basis of Presentation

 

The unaudited consolidated financial statements and accompanying notes include the accounts of the Company and its subsidiaries and 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 March 31, 2023; the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Income, and the Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2023 and 2022; and the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The 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, results of operations, comprehensive income, shareholders' equity, and cash flows for the periods presented. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The consolidated results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period.

 

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, 2022 included in the Company's Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on February 14, 2023. 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.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the financial statements. Such estimates include, but are not limited to, the Company's estimates in connection with leasing equipment, including residual values and depreciable lives, values of assets held for sale and other long lived assets, provision for income tax, allowance for doubtful accounts, share-based compensation, goodwill and intangible assets. Actual results could differ from those estimates.

 

Concentration of Credit Risk

 

The Company's equipment leases 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 three largest customers accounted for 20%, 17%, and 13%, respectively, of the Company's lease billings for the three months ended March 31, 2023.

 

6

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Fair Value Measurements

 

For information on the fair value of equipment held for sale, debt, and the fair value of derivative instruments, please refer to Note 2 - "Equipment Held for Sale", Note 7 - "Debt" and Note 8 - "Derivative Instruments", respectively.

 

Note 2—Equipment Held for Sale

 

The Company's equipment held for sale is recorded at the lower of fair value less cost to sell, or carrying value at the time identified for sale. Fair value is measured using Level 2 inputs and is based predominantly on recent sales prices. An impairment charge is recorded when the carrying value of the asset exceeds its fair value less cost to sell. The following table summarizes the Company's net impairment charges recorded in Net gain on sale of leasing equipment on the Consolidated Statements of Operations (in thousands):

 

   Three Months Ended March 31, 
   2023   2022 
Impairment (loss) reversal on equipment held for sale  $(1,033)  $(73)
Gain (loss) on sale of equipment, net of selling costs   16,533    29,042 
Net gain on sale of leasing equipment  $15,500   $28,969 

 

Note 3—Intangible Assets

 

Intangible assets consist of lease intangibles for leases acquired with lease rates above market in a business combination. The following table summarizes the amortization of intangible assets as of March 31, 2023 (in thousands):

 

Year ending December 31,  Total Intangible Assets 
2023 (Remaining 9 months)  $3,310 
2024   1,963 
Total  $5,273 

 

Amortization expense related to intangible assets was $1.3 million and $2.8 million for the three months ended March 31, 2023, and 2022 respectively.

 

Note 4—Share-Based Compensation

 

The Company recognizes share-based compensation expense for share-based payment transactions based on the grant date 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 share-based compensation expense in administrative expenses of $2.2 million and $2.6 million for the three months ended March 31, 2023 and 2022, respectively. Share-based compensation expense includes charges for performance-based shares and units that are deemed probable to vest.

 

As of March 31, 2023, the total unrecognized compensation expense related to non-vested restricted share awards and units was $18.2 million, which is expected to be recognized on a straight-line basis through January 2026.

 

During the three months ended March 31, 2023, the Company issued 135,716 restricted shares, and canceled 77,326 vested shares to settle payroll taxes on behalf of employees. Additional shares may be issued based upon the satisfaction of certain performance criteria.

 

Note 5—Other Equity Matters

 

Share Repurchase Program

 

The Company's Board of Directors authorized repurchases of shares up to a specified dollar amount as part of its repurchase program. Purchases under the repurchase program may be made in the open market or privately negotiated transactions, and may include transactions pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. Purchases may be made from time to time at the Company's

 

7

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

discretion and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common shares, and the Company may suspend or discontinue the repurchase program at any time.

 

During the three months ended March 31, 2023, the Company repurchased a total of 1,744,616 common shares at an average price per-share of $67.02 for a total of $116.9 million. As of March 31, 2023, $241.6 million remains available under the Share Repurchase Program.

 

Preferred Shares

 

The following table summarizes the Company's preferred share issuances (each, a "Series"):

 

Preferred Share Offering  Issuance  Liquidation
Preference
(in thousands)
   # of Shares(1) 
Series A 8.50% Cumulative Redeemable Perpetual Preference Shares ("Series A")  March 2019  $86,250    3,450,000 
Series B 8.00% Cumulative Redeemable Perpetual Preference Shares ("Series B")  June 2019   143,750    5,750,000 
Series C 7.375% Cumulative Redeemable Perpetual Preference Shares ("Series C")  November 2019   175,000    7,000,000 
Series D 6.875% Cumulative Redeemable Perpetual Preference Shares ("Series D")  January 2020   150,000    6,000,000 
Series E 5.75% Cumulative Redeemable Perpetual Preference Shares ("Series E")  August 2021   175,000    7,000,000 
      $730,000    29,200,000 

 

(1)   Represents number of shares authorized, issued, and outstanding.

 

Each Series of preferred shares may be redeemed at the Company's option, at any time after approximately five years from original issuance, in whole or in part at a redemption price, plus an amount equal to all accumulated and unpaid dividends, whether or not declared. The Company may also redeem each Series of preferred shares prior to the lapse of the five year period upon the occurrence of certain events as described in each instrument, such as transactions that either transfer ownership of substantially all assets to a single entity or establish a majority voting interest by a single entity, and cause a downgrade or withdrawal of rating by the rating agency within 60 days of the event. If the Company does not elect to redeem each Series upon the occurrence of the preceding events, holders of preferred shares may have the right to convert their preferred shares into common shares. Specifically for Series E only, the Company may redeem the Series E Preference Shares if an applicable rating agency changes the methodology or criteria that were employed in assigning equity credit to securities similar to the Series E Preference Shares when originally issued, which either (a) shortens the period of time during which equity credit pertaining to the Series E Preference Shares would have been in effect had the methodology not been changed or (b) reduces the amount of equity credit as compared with the amount of equity credit that the rating agency had assigned to the Series E Preference Shares when originally issued.

 

Holders of preferred shares generally have no voting rights. If the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive), holders will be entitled to elect two additional directors to the Board of Directors and the size of the Board of Directors will be increased to accommodate such election. Such right to elect two directors will continue until such time as there are no accumulated and unpaid dividends in arrears.

 

Dividends

 

Dividends on shares of each Series are cumulative from the date of original issue and will be payable quarterly in arrears on the 15th day of March, June, September and December of each year, when, as and if declared by the Company's Board of Directors. Dividends will be payable equal to the stated rate per annum of the $25.00 liquidation preference per share. The Series rank senior to the Company's common shares with respect to dividend rights and rights upon the Company's liquidation, dissolution or winding up, whether voluntary or involuntary.

 

8

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

The Company paid the following quarterly dividends on its issued and outstanding Series (in millions except for the per-share amounts):

 

   Three Months Ended March 31, 
   2023   2022 
Series  Per Share Payment   Aggregate Payment   Per Share Payment   Aggregate Payment 
A(1)  $0.53   $1.8   $0.53   $1.8 
B  $0.50   $2.9   $0.50   $2.9 
C(1)  $0.46   $3.2   $0.46   $3.2 
D(1)  $0.43   $2.6   $0.43   $2.6 
E(1)  $0.36   $2.5   $0.36   $2.5 
Total       $13.0        $13.0 

 

(1)     Per share payments rounded to the nearest whole cent.

 

As of March 31, 2023, the Company had cumulative unpaid preferred dividends of $2.2 million.

 

Note 6—Leases

 

Lessee

 

The Company's leases are primarily for multiple office facilities which are contracted under various cancellable and non-cancelable operating leases, most of which provide extension or early termination options. The Company's lease agreements do not contain any residual value guarantees or material restrictive covenants.

 

As of March 31, 2023, the weighted average implicit rate was 4.08% and the weighted average remaining lease term was 1.6 years.

 

The following table summarizes the impact of the Company's leases in its financial statements (in thousands):

 

Balance Sheet  Financial statement caption  March 31, 2023   December 31, 2022 
Right-of-use asset - operating  Other assets  $2,461   $                  3,145 
Lease liability - operating  Accounts payable and other accrued expenses  $2,682   $3,465 

 

      Three Months Ended March 31, 
Income Statement  Financial statement caption  2023   2022 
Operating lease cost(1)  Administrative expenses  $767   $824 

 

(1)     Includes short-term leases that are immaterial.

 

Cash paid for amounts of lease liabilities included in operating cash flows was $0.8 million and $0.9 million for the three months ended March 31, 2023 and 2022, respectively.

 

9

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Lessor

 

Operating Leases

 

As of March 31, 2023, the Company has deferred revenue balances related to operating leases with uneven payment terms. These amounts will be amortized into revenue as follows (in thousands):

 

Year ending December 31,    
2023 (Remaining 9 months)  $56,015 
2024   76,295 
2025   65,177 
2026   42,857 
2027   16,821 
2028 and thereafter   58,478 
Total  $315,643 

 

Finance Leases

 

The following table summarizes the components of the net investment in finance leases (in thousands):

 

   March 31, 2023   December 31, 2022 
Future minimum lease payment receivable(1)  $2,117,915   $2,161,192 
Estimated residual receivable(2)   218,411    218,004 
Gross finance lease receivables(3)   2,336,326    2,379,196 
Unearned income(4)   (714,985)   (739,365)
Net investment in finance leases(5)  $1,621,341   $1,639,831 

 

(1)   There were no executory costs included in gross finance lease receivables as of March 31, 2023 and December 31, 2022.

(2)   The Company's finance leases generally include a purchase option at nominal amounts that is reasonably certain to be exercised, and therefore, the Company has immaterial residual value risk for assets.

(3)   The gross finance lease receivable is reduced as billed to customers and reclassified to accounts receivable until paid by customers.

(4)   There were no unamortized initial direct costs as of March 31, 2023 and December 31, 2022.

(5)   One major customer represented 90% of the Company's finance lease portfolio as of March 31, 2023 and December 31, 2022. No other customer represented more than 10% of the Company's finance lease portfolio in each of those periods.

 

The Company’s finance lease portfolio lessees are primarily comprised of the largest international shipping lines. In its estimate of expected credit losses, the Company evaluates the overall credit quality of its finance lease portfolio. The Company considers an account past due when a payment has not been received in accordance with the terms of the related lease agreement and maintains allowances, if necessary, for doubtful accounts. These allowances are based on, but not limited to, historical experience which includes stronger and weaker economic cycles, each lessee's payment history, management's current assessment of each lessee's financial condition, consideration of current economic conditions and reasonable market forecasts.

 

During the first quarter of 2023, we reversed $1.8 million of a reserve established in 2022 on certain finance leases due to better than expected recoveries. As of March 31, 2023 and December 31, 2022, the Company does not have an allowance on its gross finance lease receivables and does not have any material past due balances.

 

10

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Note 7—Debt

 

The table below summarizes the Company's key terms and carrying value of debt:

 

  

March 31, 2023

  December 31, 2022 
   Outstanding   Contractual         Outstanding 
   Borrowings   Weighted Avg  

Maturity Range(1)

  Borrowings 
  (in thousands)   Interest Rate(1)   From  To  (in thousands) 
Secured Debt Financings                  
Asset-backed securitization term instruments  $2,812,965    2.04%  February 2028  February 2031  $2,890,467 
Asset-backed securitization warehouse   235,000    6.41%  April 2029  April 2029   320,000 
Total secured debt financings   3,047,965               3,210,467 
Unsecured Debt Financings                     
Senior notes   2,900,000    2.11%  August 2023  March 2032   2,900,000 
Term loan facilities   1,056,000    6.29%  May 2026  May 2026   1,080,000 
Revolving credit facilities   960,000    6.28%  October 2027  October 2027   945,000 
Total unsecured debt financings   4,916,000               4,925,000 
Total debt financings   7,963,965               8,135,467 
Unamortized debt costs   (52,068)              (55,863)
Unamortized debt premiums & discounts   (4,505)              (4,784)
Debt, net of unamortized costs  $7,907,392              $8,074,820 

 

(1)     Data as of March 31, 2023.

 

Asset-Backed Securitization Term Instruments

 

Under the Company's ABS facilities, indirect wholly-owned subsidiaries of the Company enter into debt agreements for ABS term instruments, including ABS notes. These subsidiaries are intended to be bankruptcy remote so that such assets are not available to creditors of the Company or its affiliates until and unless the related secured borrowings have been fully discharged. These transactions do not meet accounting requirements for sales treatment and are recorded as secured borrowings.

 

The Company’s borrowings under the ABS facilities amortize in monthly installments, typically in level payments over five or more years. These facilities provide for an advance rate against the net book values of designated eligible equipment. The net book values for purposes of calculating eligible equipment is determined according to the related debt agreement and may be different than those calculated per GAAP. The Company is required to maintain restricted cash balances on deposit in designated bank accounts equal to three to nine months of interest expense depending on the terms of each facility.

 

Asset-Backed Securitization Warehouse

 

Under the Company’s ABS warehouse facility, an indirect wholly-owned subsidiary of the Company issues ABS notes. This subsidiary is intended to be bankruptcy remote so that such assets are not available to creditors of the Company or its affiliates until and unless the related secured borrowings have been fully discharged. These transactions do not meet accounting requirements for sales treatment and are recorded as secured borrowings.

 

The Company's ABS warehouse facility has a borrowing capacity of $1,125.0 million that is available on a revolving basis to April 27, 2025 paying interest at term SOFR plus 1.60%. After the revolving period, borrowings will convert to term notes with a maturity date of April 27, 2029, paying interest at SOFR plus 2.60%.

 

During the revolving period, the borrowing capacity under this facility is determined by applying an advance rate against the net book values of designated eligible equipment. The net book values for purposes of calculating eligible equipment are determined according to the related debt agreement and may be different than those calculated per GAAP. The Company is required to maintain restricted cash balances on deposit in designated bank accounts equal to three months of interest expense.

 

11

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Senior Notes

 

The Company’s senior notes are unsecured and have maturities ranging from 2 - 10 years and interest payments due semi-annually. The senior notes are pre-payable (in whole or in part) at the Company's option at any time prior to the maturity date, subject to certain provisions in the senior note agreements, including the payment of a make-whole premium in respect to such prepayment.

 

Term Loan Facility

 

The Company's term loan facility has a maturity date of May 27, 2026, which amortizes in quarterly installments and has a reference rate of term SOFR plus 1.48%. This facility is subject to covenants customary for unsecured financings of this type, primarily financial covenants that require us to maintain a minimum ratio of unencumbered assets to certain financial indebtedness.

 

Revolving Credit Facility

 

The revolving credit facility has a maturity date of October 26, 2027, and has a maximum borrowing capacity of $2,000.0 million. The reference rate is term SOFR plus 1.48%. This facility is subject to covenants customary for unsecured financings of this type, primarily financial covenants that require us to maintain a minimum ratio of unencumbered assets to certain financial indebtedness.

 

The Company hedges the risks associated with fluctuations in interest rates on a portion of its floating-rate debt by entering into interest rate swap agreements that convert a portion of its floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The following table summarizes the Company's outstanding fixed-rate and floating-rate debt as of March 31, 2023:

 

   Balance   Contractual       
   Outstanding (in   Weighted Avg   Maturity Range  Weighted Avg
   thousands)   Interest Rate   From  To  Remaining Term
Excluding impact of derivative instruments:                 
Fixed-rate debt  $5,712,965    2.08%  Aug 2023  Mar 2032  4.3 years
Floating-rate debt  $2,251,000    6.30%  May 2026  Apr 2029  3.8 years
                    
Including impact of derivative instruments:                   
Fixed-rate debt  $5,712,965    2.08%         
Hedged floating-rate debt  $1,327,750    3.71%         
Total fixed and hedged debt  $7,040,715    2.38%         
Unhedged floating-rate debt  $923,250    6.30%         
Total debt  $7,963,965    2.84%         

 

The fair value of total debt outstanding was $7,199.3 million and $7,264.7 million as of March 31, 2023 and December 31, 2022, respectively, and was measured using Level 2 inputs.

 

As of March 31, 2023, the maximum borrowing levels for the ABS warehouse and the revolving credit facilities are $1,125.0 million and $2,000.0 million, respectively. Certain of these facilities are governed by either borrowing bases or an unencumbered asset test that limits borrowing capacity. Based on those limitations, the availability under these credit facilities at March 31, 2023 was approximately $1,334.1 million.

 

The Company is subject to certain financial covenants under its debt financings. As of March 31, 2023, the Company was in compliance with all financial covenants in accordance with the terms of its debt agreements.

 

12

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Note 8—Derivative Instruments

 

Interest Rate Swaps / Caps

 

The Company enters into derivative agreements to manage interest rate risk exposure. Interest rate swap agreements are utilized to limit 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. Interest rate swaps 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. These swaps are designated as cash flow hedges for accounting purposes and accordingly, changes in the fair value are recorded in accumulated other comprehensive income (loss) and reclassified to interest and debt expense when they are realized.

 

The Company has entered into offsetting $500.0 million notional interest rate cap agreements with substantially similar economic terms related to certain debt facility requirements. These derivatives are not designated as hedging instruments, and because they offset, changes in fair value have an immaterial impact on the financial statements.

 

The counterparties to these agreements are highly rated financial institutions. In the unlikely event that the counterparties fail to meet the terms of these 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.

 

Certain assets of the Company's subsidiaries are pledged as collateral for various ABS facilities and the amounts payable under certain derivative agreements. Additionally, the Company may be required to post cash collateral on certain derivative agreements if the fair value of these contracts represents a liability. Any amounts of cash collateral posted are included in Other assets on the Consolidated Balance Sheets and are presented in operating activities of the Consolidated Statements of Cash Flows. As of March 31, 2023, the Company posted cash collateral on derivative instruments of $1.8 million.

 

Within the next twelve months, we expect to reclassify $40.0 million of net unrealized and realized gains related to derivative instruments designated as cash flow hedges from accumulated other comprehensive income (loss) into earnings.

 

In the first quarter of 2023, the Company entered into forward starting interest rate swaps with a notional value of $300.0 million that will commence on August 1, 2023 and have a termination date of March 31, 2025. These swaps were designated as cash flow hedges to fix the interest rates on a portion of our floating rate debt.

 

As of March 31, 2023, the Company had derivative agreements in place to fix interest rates on a portion of the borrowings under its debt facilities with floating interest rates as summarized below:

 

Derivatives  Notional Amount
(in millions)
   Weighted
Average
Fixed Leg (Pay)
Interest Rate
   Weighted
Average
Remaining Term
 
Interest Rate Swap(1)  $1,327.8    2.22%   3.7 years 

 

(1)   Excludes certain interest rate swaps with an effective date in a future period ("forward starting swaps"). Including these instruments will increase total notional amount by $650.0 million and increase the weighted average remaining term to 5.4 years.

 

The following table summarizes the impact of derivative instruments on the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income on a pretax basis (in thousands):

 

      Three Months Ended March 31, 
   Financial statement caption  2023   2022 
Non-Designated Derivative Instruments             
Unrealized (gains) losses  Unrealized (gain) loss on derivative instruments, net  $(4)  $(439)
Designated Derivative Instruments             
Realized (gains) losses  Interest and debt (income) expense  $(9,788)  $6,770 
Unrealized (gains) losses  Comprehensive (income) loss  $15,741   $(79,563)

 

13

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Fair Value of Derivative Instruments

 

The Company presents the fair value of derivative financial instruments on a gross basis as a separate line item on the Consolidated Balance Sheet.

 

The Company has elected to use the income approach to value its interest rate swap and cap agreements, using Level 2 market expectations at the measurement date and standard valuation techniques to convert future values to a single discounted present value. The Level 2 inputs for the interest rate swap and cap valuations are inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR and swap rates and credit risk at commonly quoted intervals). In response to the expected phase out of LIBOR, the Company continues to work with its counterparties to identify an alternative reference rate. Substantially all of the Company's derivative agreements have fallback provisions that would govern their transition to another benchmark, and the Company also adopted various practical expedients which will facilitate the transition.

 

Note 9—Segment and Geographic Information

 

Segment Information

 

The Company operates its business in one industry, intermodal transportation equipment, and has two operating segments which also represent its reporting segments:

 

  · Equipment leasing - the Company owns, leases and ultimately disposes of containers and chassis from its lease fleet.
     
  · 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 following tables summarizes our segment information and the consolidated totals reported (in thousands):

 

   Three Months Ended March 31, 
   2023   2022 
   Equipment
Leasing
   Equipment
Trading
   Totals   Equipment
Leasing
   Equipment
Trading
   Totals 
Total leasing revenues  $395,851   $1,872   $397,723   $413,691   $3,397   $417,088 
Trading margin       1,069    1,069        4,141    4,141 
Net gain on sale of leasing equipment   15,500        15,500    28,969        28,969 
Depreciation and amortization expense   148,250    185    148,435    160,532    184    160,716 
Interest and debt expense   58,568    256    58,824    54,251    259    54,510 
Segment income (loss) before income taxes(1)   160,270    2,499    162,769    201,141    6,646    207,787 
Purchases of leasing equipment and investments in finance leases(2)  $35,316   $   $35,316   $511,027   $   $511,027 

 

(1)   Segment income before income taxes excludes unrealized gains or losses on derivative instruments and debt termination expense. For the three months ended March 31, 2023, the Company recorded an immaterial amount of unrealized losses and did not record any debt termination expense. For the three months ended March 31, 2022, the Company recorded an unrealized gain of $0.4 million and an immaterial amount of debt termination expense.

(2)   Represents cash disbursements for purchases of leasing equipment and investments in finance lease as reflected in the Consolidated Statements of Cash Flows for the periods indicated, but excludes cash flows associated with the purchase of equipment held for resale.

 

   March 31, 2023   December 31, 2022 
   Equipment
Leasing
   Equipment
Trading
   Totals   Equipment
Leasing
   Equipment
Trading
   Totals 
Equipment held for sale  $142,869   $35,458   $178,327   $97,463   $41,043   $138,506 
Goodwill   220,864    15,801    236,665    220,864    15,801    236,665 
Total assets  $11,811,055   $90,140   $11,901,195   $12,010,654   $98,604   $12,109,258 

 

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 in the equipment trading segment may be leased for a period of time and is 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

 

14

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

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. The majority of the Company's leasing related revenue is denominated in U.S. dollars.

 

The following table summarizes the geographic allocation of total leasing revenues based on customers' primary domicile (in thousands):

 

   Three Months Ended March 31, 
   2023   2022 
Total leasing revenues:          
Asia  $140,235   $149,986 
Europe   208,126    220,106 
Americas   34,393    34,209 
Bermuda   1,367    630 
Other International   13,602    12,157 
Total  $397,723   $417,088 

 

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, all of the Company's long-lived assets are considered to be international.

 

The following table summarizes the geographic allocation of equipment trading revenues based on the location of the sale (in thousands):

 

   Three Months Ended March 31, 
   2023   2022 
Total equipment trading revenues:          
Asia  $7,627   $13,908 
Europe   3,408    8,962 
Americas   6,649    10,187 
Bermuda        
Other International   1,418    1,063 
Total  $19,102   $34,120 

 

Note 10—Commitments and Contingencies

 

Container Equipment Purchase Commitments

 

As of March 31, 2023, the Company had commitments to purchase equipment in the amount of $40.8 million to be paid in 2023.

 

Contingencies

 

The Company is party to various pending or threatened legal or regulatory proceedings arising in the ordinary course of its business. Based upon information presently available, the Company does not expect any liabilities arising from these matters to have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

 

15

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

Note 11—Income Taxes

 

The following table summarizes the Company's effective tax rate:

 

   Three Months Ended March 31, 
   2023   2022 
Effective Income Tax Rate   8.0%   6.7%

 

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 for the three months ended March 31, 2023 compared to the same period in 2022 was primarily due to an increased proportion of the Company's income generated in higher tax jurisdictions.

 

Note 12—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's equity investment in TriStar is included in Other assets on the Consolidated Balance Sheets. The Company received payments on finance leases with TriStar of $0.5 million for both the three months ended March 31, 2023 and 2022. The Company has a direct finance lease balance with TriStar of $7.0 million and $7.4 million as of March 31, 2023 and December 31, 2022, respectively.

 

Note 13—Subsequent Events

 

On April 11, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia (“BIPC”), Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Parent”) and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Parent (“Merger Sub”). Under the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Triton (the “Merger”), with Triton surviving the Merger as a direct subsidiary of Parent and an indirect subsidiary of BIPC.

 

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share of the Company issued and outstanding immediately prior to the Effective Time (other than (A) common shares owned by the Company or any of its wholly owned subsidiaries, (B) common shares owned by BIPC, Parent, Merger Sub or any of their wholly owned subsidiaries and (C) any dissenting common shares), will be canceled and automatically converted into the right to receive $68.50 per common share in cash and $16.50 per common share in Class A exchangeable subordinate voting shares of BIPC (“BIPC Shares”), based on the volume weighted average price of BIPC Shares for the 10 trading days ending April 11, 2023 (the “Merger Consideration”). The stock portion of the Merger Consideration will be subject to a collar mechanism based on the volume weighted average price of BIPC Shares on the New York Stock Exchange (the “NYSE”) over the 10 trading days ending on the second trading day prior to the Effective Time (the “BIPC Final Stock Price”). If the BIPC Final Stock Price is greater than or equal to $42.36 but less than or equal to $49.23, our shareholders will receive a number of BIPC Shares between 0.3352 and 0.3895 per common share equal to $16.50 in value. Our shareholders will receive 0.3895 BIPC Shares per common share if the BIPC Final Stock Price is below $42.36, and 0.3352 BIPC Shares per common share if the BIPC Final Stock Price is above $49.23. Our shareholders will have the option to elect to receive their consideration in cash, BIPC Shares or the mixture described above, subject to pro rata cut backs to the extent cash or BIPC Shares are oversubscribed.

 

The Merger, which is expected to close in the fourth quarter of 2023, is subject to the receipt of required regulatory approvals and other customary closing conditions, including approval by the Company’s shareholders. If the transaction is consummated, our common shares will be delisted from the NYSE and deregistered under the Exchange Act. Immediately following the closing of the Merger, our Series A-E cumulative redeemable perpetual preference shares will remain outstanding as an obligation of the Company and are expected to remain listed on the NYSE.

 

In connection with the Merger, the Company suspended its share repurchase program after the close of business on April 6, 2023.

 

In connection with the Merger, on April 28, 2023, the Company, as guarantor, and its wholly-owned subsidiaries, Triton Container International Limited and TAL International Container Corporation, as borrowers (the "Borrowers"), entered into

 

16

 

 

TRITON INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

consents and second amendments to the Borrowers’ (a) term loan facility with PNC Bank, National Association, as administrative agent, and various lenders party thereto (the "Term Loan Consent and Amendment") and (b) revolving credit facility (together with the term loan facility, the “Debt Facilities”) with Bank of America, N.A., as administrative agent, and various lenders party thereto (the "Revolver Consent and Amendment" and together with the Term Loan Consent and Amendment, the "Consents and Amendments"). Pursuant to the Consents and Amendments, contingent upon and effective as of the Effective Time, the definition of “Change of Control” in the Debt Facilities is amended to exclude any transaction pursuant to which more than 50% of the total of all voting stock of the Company is owned or continues to be owned directly or indirectly by Brookfield (as defined in the Consents and Amendments). Additionally, pursuant to the Consents and Amendments, the lenders party to the Debt Facilities (x) consented to the Merger, and (y) agreed that the Merger Agreement and Merger do not constitute a breach, potential default or default or give rise to any other right under the Debt Facilities.

 

For additional information on the Merger, see "Risks Related to the Merger" under the caption "Risk Factors" in this Quarterly Report on Form 10-Q.

 

On April 27, 2023, the Company's Board of Directors approved and declared a quarterly cash dividend of $0.70 per share on its issued and outstanding common shares, payable on June 22, 2023 to holders of record at the close of business on June 8, 2023.

 

On April 27, 2023, the Company's Board of Directors also approved and declared a cash dividend on its issued and outstanding preferred shares, payable on June 15, 2023 to holders of record at the close of business on June 8, 2023 as follows:

 

Preferred Share Offering  Dividend Rate   Dividend Per Share 
Series A   8.500%  $0.5312500 
Series B   8.000%  $0.5000000 
Series C   7.375%  $0.4609375 
Series D   6.875%  $0.4296875 
Series E   5.750%  $0.3593750 

 

17