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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large Accelerated Filer
ý
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Accelerated Filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page No.
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March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS:
|
|
|
|
||||
Leasing equipment, net of accumulated depreciation of $2,634,305 and $2,533,446
|
$
|
8,796,491
|
|
|
$
|
8,923,451
|
|
Net investment in finance leases
|
465,480
|
|
|
478,065
|
|
||
Equipment held for sale
|
86,211
|
|
|
66,453
|
|
||
Revenue earning assets
|
9,348,182
|
|
|
9,467,969
|
|
||
Cash and cash equivalents
|
60,768
|
|
|
48,950
|
|
||
Restricted cash
|
116,551
|
|
|
110,589
|
|
||
Accounts receivable, net of allowances of $1,097 and $1,240
|
222,567
|
|
|
264,382
|
|
||
Goodwill
|
236,665
|
|
|
236,665
|
|
||
Lease intangibles, net of accumulated amortization of $216,340 and $205,532
|
82,117
|
|
|
92,925
|
|
||
Other assets
|
38,692
|
|
|
34,610
|
|
||
Fair value of derivative instruments
|
4,580
|
|
|
13,923
|
|
||
Total assets
|
$
|
10,110,122
|
|
|
$
|
10,270,013
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Equipment purchases payable
|
$
|
38,463
|
|
|
$
|
22,392
|
|
Fair value of derivative instruments
|
19,487
|
|
|
10,966
|
|
||
Accounts payable and other accrued expenses
|
112,357
|
|
|
99,885
|
|
||
Net deferred income tax liability
|
286,495
|
|
|
282,129
|
|
||
Debt, net of unamortized debt costs of $43,684 and $44,889
|
7,364,725
|
|
|
7,529,432
|
|
||
Total liabilities
|
7,821,527
|
|
|
7,944,804
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred shares, $0.01 par value, 3,450,000 authorized, 3,450,000 and no shares issued and outstanding, respectively; at liquidation preference
|
86,250
|
|
|
—
|
|
||
Common shares, $0.01 par value, 270,000,000 shares authorized, 80,982,197 and 80,843,472 shares issued, respectively
|
811
|
|
|
809
|
|
||
Undesignated shares, $0.01 par value, 26,550,000 and 30,000,000 shares authorized, respectively, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Treasury shares, at cost, 4,489,682 and 1,853,148 shares, respectively
|
(141,407
|
)
|
|
(58,114
|
)
|
||
Additional paid-in capital
|
906,164
|
|
|
896,811
|
|
||
Accumulated earnings
|
1,400,491
|
|
|
1,349,627
|
|
||
Accumulated other comprehensive income (loss)
|
(1,034
|
)
|
|
14,563
|
|
||
Total shareholders' equity
|
2,251,275
|
|
|
2,203,696
|
|
||
Noncontrolling interests
|
37,320
|
|
|
121,513
|
|
||
Total equity
|
2,288,595
|
|
|
2,325,209
|
|
||
Total liabilities and equity
|
$
|
10,110,122
|
|
|
$
|
10,270,013
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Leasing revenues:
|
|
|
|
||||
Operating leases
|
$
|
330,422
|
|
|
$
|
310,231
|
|
Finance leases
|
10,437
|
|
|
4,866
|
|
||
Total leasing revenues
|
340,859
|
|
|
315,097
|
|
||
|
|
|
|
||||
Equipment trading revenues
|
17,828
|
|
|
13,375
|
|
||
Equipment trading expenses
|
(14,241
|
)
|
|
(10,384
|
)
|
||
Trading margin
|
3,587
|
|
|
2,991
|
|
||
|
|
|
|
||||
Net gain on sale of leasing equipment
|
8,469
|
|
|
9,218
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Depreciation and amortization
|
134,609
|
|
|
130,433
|
|
||
Direct operating expenses
|
16,802
|
|
|
11,048
|
|
||
Administrative expenses
|
18,187
|
|
|
19,582
|
|
||
Transaction and other (income) costs
|
—
|
|
|
(29
|
)
|
||
Provision (reversal) for doubtful accounts
|
(142
|
)
|
|
(101
|
)
|
||
Total operating expenses
|
169,456
|
|
|
160,933
|
|
||
Operating income (loss)
|
183,459
|
|
|
166,373
|
|
||
Other expenses:
|
|
|
|
||||
Interest and debt expense
|
83,520
|
|
|
75,098
|
|
||
Realized (gain) loss on derivative instruments, net
|
(704
|
)
|
|
(248
|
)
|
||
Unrealized (gain) loss on derivative instruments, net
|
986
|
|
|
(1,186
|
)
|
||
Other (income) expense, net
|
(1,004
|
)
|
|
(659
|
)
|
||
Total other expenses
|
82,798
|
|
|
73,005
|
|
||
Income (loss) before income taxes
|
100,661
|
|
|
93,368
|
|
||
Income tax expense (benefit)
|
7,850
|
|
|
10,503
|
|
||
Net income
|
$
|
92,811
|
|
|
$
|
82,865
|
|
Less: income (loss) attributable to noncontrolling interest
|
592
|
|
|
1,973
|
|
||
Less: dividend on preferred shares
|
305
|
|
|
—
|
|
||
Net income (loss) attributable to common shareholders
|
$
|
91,914
|
|
|
$
|
80,892
|
|
Net income per common share—Basic
|
$
|
1.18
|
|
|
$
|
1.01
|
|
Net income per common share—Diluted
|
$
|
1.17
|
|
|
$
|
1.00
|
|
Cash dividends paid per common share
|
$
|
0.52
|
|
|
$
|
0.45
|
|
Weighted average number of common shares outstanding—Basic
|
77,721
|
|
|
79,968
|
|
||
Dilutive restricted shares
|
549
|
|
|
604
|
|
||
Weighted average number of common shares outstanding—Diluted
|
78,270
|
|
|
80,572
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
92,811
|
|
|
$
|
82,865
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Change in derivative instruments designated as cash flow hedges, net of income tax effect of ($2,144) and $3,354
|
(14,323
|
)
|
|
12,459
|
|
||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges, net of income tax effect of ($606) and ($352)
|
(1,749
|
)
|
|
(1,472
|
)
|
||
Cumulative effect for the adoption of ASU 2017-12, net of income tax effect of $277 and $0, respectively
|
432
|
|
|
—
|
|
||
Foreign currency translation adjustment
|
43
|
|
|
92
|
|
||
Other comprehensive income (loss), net of tax
|
(15,597
|
)
|
|
11,079
|
|
||
Comprehensive income
|
77,214
|
|
|
93,944
|
|
||
Less:
|
|
|
|
||||
Other comprehensive income attributable to noncontrolling interest
|
592
|
|
|
1,973
|
|
||
Dividend on preferred shares
|
305
|
|
|
—
|
|
||
Comprehensive income attributable to common shareholders
|
$
|
76,317
|
|
|
$
|
91,971
|
|
|
Preferred Shares
|
|
Common Shares
|
|
Treasury Shares
|
|
Add'l Paid in Capital
|
|
Accumulated Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Non controlling Interest
|
|
Total Equity
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
80,687,757
|
|
|
$
|
807
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
889,168
|
|
|
$
|
1,159,367
|
|
|
$
|
26,942
|
|
|
$
|
133,542
|
|
|
$
|
2,209,826
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
156,833
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,512
|
|
||||||||
Share repurchase to settle shareholder tax obligations
|
—
|
|
|
—
|
|
|
(28,838
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(822
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,892
|
|
|
—
|
|
|
1,973
|
|
|
82,865
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||||
Change in derivative instruments designated as cash flow hedges, net of income tax effect of $3,354
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,459
|
|
|
—
|
|
|
12,459
|
|
||||||||
Reclassification of realized loss on derivative instruments designated as cash flow hedges, net of income tax effect of ($352)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,472
|
)
|
|
—
|
|
|
(1,472
|
)
|
||||||||
Tax reclassification - ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,029
|
|
|
(3,029
|
)
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,251
|
)
|
|
(4,251
|
)
|
||||||||
Common shares dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,440
|
)
|
|
—
|
|
|
—
|
|
|
(36,440
|
)
|
||||||||
Balance as of March 31, 2018
|
—
|
|
|
$
|
—
|
|
|
80,815,752
|
|
|
$
|
808
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
890,857
|
|
|
$
|
1,206,848
|
|
|
$
|
34,992
|
|
|
$
|
131,264
|
|
|
$
|
2,264,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
80,843,472
|
|
|
$
|
809
|
|
|
1,853,148
|
|
|
$
|
(58,114
|
)
|
|
$
|
896,811
|
|
|
$
|
1,349,627
|
|
|
$
|
14,563
|
|
|
$
|
121,513
|
|
|
$
|
2,325,209
|
|
Issuance of preferred shares, net of offering expenses
|
3,450,000
|
|
|
86,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,192
|
)
|
|
—
|
|
|
|
|
—
|
|
|
83,058
|
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
170,231
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,818
|
|
||||||||
Treasury shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,636,534
|
|
|
(83,293
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,293
|
)
|
||||||||
Share repurchase to settle shareholder tax obligations
|
—
|
|
|
—
|
|
|
(31,506
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(978
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(978
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,219
|
|
|
—
|
|
|
592
|
|
|
92,811
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||||
Cumulative effect for the adoption of ASU 2017-12, net of income tax effect of $277
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(432
|
)
|
|
432
|
|
|
—
|
|
|
—
|
|
||||||||
Change in derivative instruments designated as cash flow hedges, net of income tax effect of ($2,144)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,323
|
)
|
|
—
|
|
|
(14,323
|
)
|
||||||||
Reclassification of realized (gain) on derivative instruments designated as cash flow hedges, net of income tax effect of ($606)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,749
|
)
|
|
—
|
|
|
(1,749
|
)
|
||||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,707
|
|
|
—
|
|
|
—
|
|
|
(82,707
|
)
|
|
(71,000
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,078
|
)
|
|
(2,078
|
)
|
||||||||
Common shares dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,923
|
)
|
|
—
|
|
|
—
|
|
|
(40,923
|
)
|
||||||||
Balance as of March 31, 2019
|
3,450,000
|
|
|
$
|
86,250
|
|
|
80,982,197
|
|
|
$
|
811
|
|
|
4,489,682
|
|
|
$
|
(141,407
|
)
|
|
$
|
906,164
|
|
|
$
|
1,400,491
|
|
|
$
|
(1,034
|
)
|
|
$
|
37,320
|
|
|
$
|
2,288,595
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
92,811
|
|
|
$
|
82,865
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
134,609
|
|
|
130,433
|
|
||
Amortization of deferred debt cost and other debt related amortization
|
3,601
|
|
|
3,113
|
|
||
Lease related amortization
|
12,254
|
|
|
20,009
|
|
||
Share-based compensation expense
|
1,818
|
|
|
2,512
|
|
||
Net (gain) loss on sale of leasing equipment
|
(8,469
|
)
|
|
(9,218
|
)
|
||
Unrealized (gain) loss on derivative instruments
|
986
|
|
|
(1,186
|
)
|
||
Deferred income taxes
|
7,116
|
|
|
9,301
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
41,421
|
|
|
(1,071
|
)
|
||
Accounts payable and other accrued expenses
|
3,019
|
|
|
844
|
|
||
Net equipment sold for resale activity
|
(8,803
|
)
|
|
(5,185
|
)
|
||
Cash collections on finance lease receivables, net of income earned
|
17,125
|
|
|
14,771
|
|
||
Other assets
|
(1,757
|
)
|
|
(953
|
)
|
||
Net cash provided by (used in) operating activities
|
295,731
|
|
|
246,235
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of leasing equipment and investments in finance leases
|
(43,981
|
)
|
|
(258,668
|
)
|
||
Proceeds from sale of equipment, net of selling costs
|
49,947
|
|
|
38,885
|
|
||
Other
|
26
|
|
|
55
|
|
||
Net cash provided by (used in) investing activities
|
5,992
|
|
|
(219,728
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of preferred shares, net of underwriting discount and expenses
|
83,058
|
|
|
—
|
|
||
Purchases of treasury shares
|
(82,266
|
)
|
|
—
|
|
||
Redemption of common shares
|
(978
|
)
|
|
(822
|
)
|
||
Debt issuance costs
|
(1,962
|
)
|
|
(4,976
|
)
|
||
Borrowings under debt facilities
|
125,000
|
|
|
510,210
|
|
||
Payments under debt facilities and capital lease obligations
|
(293,290
|
)
|
|
(469,841
|
)
|
||
Dividends paid
|
(40,427
|
)
|
|
(36,008
|
)
|
||
Distributions to noncontrolling interests
|
(2,078
|
)
|
|
(4,249
|
)
|
||
Purchase of noncontrolling interest
|
(71,000
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(283,943
|
)
|
|
(5,686
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
17,780
|
|
|
$
|
20,821
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
159,539
|
|
|
226,171
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
177,319
|
|
|
$
|
246,992
|
|
Supplemental disclosures:
|
|
|
|
||||
Interest paid
|
$
|
66,106
|
|
|
$
|
56,571
|
|
Income taxes paid (refunded)
|
$
|
155
|
|
|
$
|
244
|
|
Right-of-use asset for leased property
|
$
|
8,289
|
|
|
$
|
—
|
|
Supplemental non-cash investing activities:
|
|
|
|
||||
Equipment purchases payable
|
$
|
38,463
|
|
|
$
|
125,978
|
|
•
|
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2—inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
|
•
|
Level 3—unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Liabilities
|
|
|
|
||||
Total debt - carrying value
(1)
|
$
|
7,427,632
|
|
|
$
|
7,595,922
|
|
Total debt - fair value
|
$
|
7,466,058
|
|
|
$
|
7,559,063
|
|
(1)
|
Excludes unamortized debt costs of
$43.7 million
and
$44.9 million
, purchase price debt adjustments of
$14.3 million
and
$16.3 million
, and unamortized debt discounts of
$5.0 million
and
$5.3 million
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Equipment held for sale - assets at fair value
(1)
|
$
|
8,429
|
|
|
$
|
5,750
|
|
Cumulative impairment charges
(2)
|
$
|
(2,501
|
)
|
|
$
|
(1,846
|
)
|
(1)
|
Represents the fair value of containers included in equipment held for sale in the consolidated balance sheets that have been impaired to write down the carrying value of the containers to their estimated fair value less costs 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.
|
|
Asset Derivatives
|
Liability Derivatives
|
|||||||||||||
Derivative Instrument
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Interest rate swap contracts, designated
|
$
|
2,173
|
|
|
$
|
10,531
|
|
|
$
|
19,487
|
|
|
$
|
10,966
|
|
Interest rate swap contracts, not designated
|
2,407
|
|
|
3,392
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
$
|
4,580
|
|
|
$
|
13,923
|
|
|
$
|
19,487
|
|
|
$
|
10,966
|
|
Years ending December 31,
|
Above market lease intangibles
|
|
Customer intangibles
(1)
|
|
Total intangible assets
|
||||||
2019
|
$
|
25,960
|
|
|
$
|
404
|
|
|
$
|
26,364
|
|
2020
|
22,491
|
|
|
—
|
|
|
22,491
|
|
|||
2021
|
16,549
|
|
|
—
|
|
|
16,549
|
|
|||
2022
|
10,497
|
|
|
—
|
|
|
10,497
|
|
|||
2023
|
4,657
|
|
|
—
|
|
|
4,657
|
|
|||
2024 and thereafter
|
1,963
|
|
|
—
|
|
|
1,963
|
|
|||
Total
|
$
|
82,117
|
|
|
$
|
404
|
|
|
$
|
82,521
|
|
(1)
|
Customer intangibles are included in other assets on the consolidated balance sheets.
|
Record Date
|
Payment Date
|
|
Aggregate Payment
|
|
Per Share
Payment
|
March 12, 2019
|
March 28, 2019
|
|
$40.4 Million
|
|
$0.52
|
March 12, 2018
|
March 28, 2018
|
|
$36.0 Million
|
|
$0.45
|
|
Cash Flow
Hedges |
|
Foreign
Currency Translation |
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
Balance as of December 31, 2018
|
$
|
19,043
|
|
|
$
|
(4,480
|
)
|
|
$
|
14,563
|
|
Change in derivative instruments designated as cash flow hedges
|
(14,323
|
)
|
|
—
|
|
|
(14,323
|
)
|
|||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges
|
(1,749
|
)
|
|
—
|
|
|
(1,749
|
)
|
|||
Cumulative effect for the adoption of ASU 2017-12
|
432
|
|
|
—
|
|
|
432
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
43
|
|
|
43
|
|
|||
Other comprehensive income (loss)
|
(15,640
|
)
|
|
43
|
|
|
(15,597
|
)
|
|||
Balance as of March 31, 2019
|
$
|
3,403
|
|
|
$
|
(4,437
|
)
|
|
$
|
(1,034
|
)
|
|
Cash Flow
Hedges |
|
Foreign
Currency Translation |
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
Balance as of December 31, 2017
|
$
|
31,215
|
|
|
$
|
(4,273
|
)
|
|
26,942
|
|
|
Change in derivative instruments designated as cash flow hedges
|
12,459
|
|
|
—
|
|
|
12,459
|
|
|||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges
|
(1,472
|
)
|
|
—
|
|
|
(1,472
|
)
|
|||
Tax reclassification to accumulated earnings for the adoption of ASU 2018-02
|
(3,029
|
)
|
|
—
|
|
|
(3,029
|
)
|
|||
Foreign currency translation adjustment
|
—
|
|
|
92
|
|
|
92
|
|
|||
Other comprehensive income (loss)
|
7,958
|
|
|
92
|
|
|
8,050
|
|
|||
Balance as of March 31, 2018
|
$
|
39,173
|
|
|
$
|
(4,181
|
)
|
|
$
|
34,992
|
|
|
Amounts Reclassified From Accumulated Other Comprehensive Income
|
Affected Line Item
in the Consolidated
Statements of Income
|
||||||
|
Three Months Ended
March 31, |
|||||||
|
2019
|
|
2018
|
|||||
Amounts reclassified from accumulated other comprehensive income before income tax
|
$
|
(2,355
|
)
|
|
$
|
(1,824
|
)
|
Interest and debt expense
|
Income tax expense (benefit)
|
606
|
|
|
352
|
|
Income tax expense
|
||
Amounts reclassified from accumulated other comprehensive income, net of tax
|
$
|
(1,749
|
)
|
|
$
|
(1,472
|
)
|
Net income
|
|
Financial statement caption
|
March 31, 2019
|
|
Balance Sheet
|
|
|
|
Right-of-use asset - operating
|
Other Assets
|
8,289
|
|
Lease liability - operating
|
Accounts payable and other accrued expenses
|
9,813
|
|
Income Statement
|
|
|
|
Operating lease cost
(1)
|
Administrative expenses
|
734
|
|
(1)
|
Includes short-term leases that are immaterial.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Future minimum lease payment receivable
(1)
|
$
|
552,603
|
|
|
574,422
|
|
|
Estimated residual receivable
(2)
|
107,386
|
|
|
107,598
|
|
||
Gross finance lease receivables
|
659,989
|
|
|
682,020
|
|
||
Unearned income
(3)
|
(194,509
|
)
|
|
(203,955
|
)
|
||
Net investment in finance leases
(4)
|
$
|
465,480
|
|
|
$
|
478,065
|
|
(1)
|
At the inception of the lease, the Company records the total minimum lease payments net of executory costs, if any. The gross finance lease receivable is reduced as billed to the customer and reclassified to accounts receivable until paid. There were no executory costs included in gross finance lease receivables as of
March 31, 2019
and
December 31, 2018
.
|
(2)
|
The Company's leases generally include a bargain purchase option and therefore, the Company has immaterial residual value risk for assets that are subject to direct finance leases.
|
(3)
|
The difference between the gross finance lease receivable and the fair value of the equipment at the lease inception is recorded as unearned income. Unearned income together with initial direct costs, are amortized to income over the lease term so as to produce a constant periodic rate of return. There were no unamortized initial direct costs as of
March 31, 2019
and
December 31, 2018
.
|
(4)
|
As of
March 31, 2019
, three major customers represented
51%
,
25%
and
13%
of the Company's finance lease portfolio. As of
December 31, 2018
, three major customers represented
50%
,
24%
and
13%
of the Company's finance lease portfolio. No other customer represented more than 10% of the Company's finance lease portfolio in each of those years.
|
Years ending December 31,
|
|
|
2019
|
83,494
|
|
2020
|
120,130
|
|
2021
|
85,258
|
|
2022
|
78,828
|
|
2023
|
60,929
|
|
2024 and thereafter
|
231,350
|
|
Total
|
659,989
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Institutional notes
|
$
|
2,167,257
|
|
|
$
|
2,198,200
|
|
Asset-backed securitization term notes
|
2,967,601
|
|
|
3,063,821
|
|
||
Term loan facilities
|
1,504,375
|
|
|
1,543,375
|
|
||
Asset-backed securitization warehouse
|
350,000
|
|
|
340,000
|
|
||
Revolving credit facilities
|
365,000
|
|
|
375,000
|
|
||
Capital lease obligations
|
73,399
|
|
|
75,526
|
|
||
Total debt outstanding
|
7,427,632
|
|
|
7,595,922
|
|
||
Debt costs
|
(43,684
|
)
|
|
(44,889
|
)
|
||
Unamortized debt premiums & discounts
|
(4,971
|
)
|
|
(5,293
|
)
|
||
Unamortized fair value debt adjustment
|
(14,252
|
)
|
|
(16,308
|
)
|
||
Debt, net of unamortized debt costs
|
$
|
7,364,725
|
|
|
$
|
7,529,432
|
|
Date Effective
|
|
Notional Amount
|
|
Indexed To
|
|
Scheduled Maturity
|
March 29, 2019
|
|
$100.0 million
|
|
1 month LIBOR
|
|
March 31, 2026
|
March 29, 2019
|
|
$100.0 million
|
|
1 month LIBOR
|
|
March 31, 2026
|
Derivatives
|
|
Net Notional Amount
|
|
Weighted Average
Fixed Leg (Pay) Interest Rate |
|
Weighted Average
Remaining Term |
Interest Rate Swap
|
|
$1,753.3 million
|
|
2.24%
|
|
4.4 years
|
|
|
|
Three Months Ended
March 31, |
||||||
Derivative instrument
|
Financial statement caption
|
|
2019
|
|
2018
|
||||
Non-designated interest rate swaps
|
Realized (gain) loss on derivative instruments, net
|
|
$
|
(704
|
)
|
|
$
|
(248
|
)
|
Non-designated interest rate swaps
|
Unrealized (gain) loss on derivative instruments, net
|
|
$
|
986
|
|
|
$
|
(1,186
|
)
|
Designated interest rate swaps
|
Other comprehensive (income) loss
|
|
$
|
16,467
|
|
|
$
|
(15,813
|
)
|
Designated interest rate swaps
|
Interest and debt (income) expense
|
|
$
|
(2,355
|
)
|
|
$
|
(1,824
|
)
|
•
|
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.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Equipment
Leasing |
|
Equipment
Trading |
|
Totals
|
|
Equipment
Leasing |
|
Equipment
Trading |
|
Totals
|
||||||||||||
Total leasing revenues
|
$
|
340,070
|
|
|
$
|
789
|
|
|
$
|
340,859
|
|
|
$
|
314,429
|
|
|
$
|
668
|
|
|
$
|
315,097
|
|
Trading margin
|
—
|
|
|
3,587
|
|
|
3,587
|
|
|
—
|
|
|
2,991
|
|
|
2,991
|
|
||||||
Net gain on sale of leasing equipment
|
8,469
|
|
|
—
|
|
|
8,469
|
|
|
9,218
|
|
|
—
|
|
|
9,218
|
|
||||||
Depreciation and amortization expense
|
134,422
|
|
|
187
|
|
|
134,609
|
|
|
129,854
|
|
|
579
|
|
|
130,433
|
|
||||||
Interest and debt expense
|
83,174
|
|
|
346
|
|
|
83,520
|
|
|
74,774
|
|
|
324
|
|
|
75,098
|
|
||||||
Realized (gain) loss on derivative instruments, net
|
(702
|
)
|
|
(2
|
)
|
|
(704
|
)
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
||||||
Income before income taxes
(1)
|
98,466
|
|
|
3,181
|
|
|
101,647
|
|
|
89,966
|
|
|
2,216
|
|
|
92,182
|
|
||||||
Purchases of leasing equipment and investments in finance leases
(2)
|
$
|
43,981
|
|
|
$
|
—
|
|
|
$
|
43,981
|
|
|
$
|
258,668
|
|
|
$
|
—
|
|
|
$
|
258,668
|
|
(1)
|
Segment income before income taxes excludes unrealized gains or losses on derivative instruments and debt termination expense. The Company recorded unrealized losses on derivative instruments of
$1.0 million
for the three months ended
March 31, 2019
and unrealized gains on derivative instruments of
$1.2 million
for the three months ended
March 31, 2018
. There was no debt termination expense for the three months ended
March 31, 2019
and
2018
.
|
(2)
|
Represents cash disbursements for purchases of leasing equipment and investments in finance leases 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, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Equipment Leasing
|
|
Equipment Trading
|
|
Totals
|
|
Equipment Leasing
|
|
Equipment Trading
|
|
Totals
|
||||||||||||
Equipment held for sale
|
$
|
58,339
|
|
|
$
|
27,872
|
|
|
$
|
86,211
|
|
|
$
|
46,968
|
|
|
$
|
19,485
|
|
|
$
|
66,453
|
|
Goodwill
|
220,864
|
|
|
15,801
|
|
|
236,665
|
|
|
220,864
|
|
|
15,801
|
|
|
236,665
|
|
||||||
Total assets
|
$
|
10,057,643
|
|
|
$
|
52,479
|
|
|
$
|
10,110,122
|
|
|
$
|
10,224,421
|
|
|
$
|
45,592
|
|
|
$
|
10,270,013
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total equipment leasing revenues:
|
|
|
|
||||
Asia
|
$
|
137,450
|
|
|
$
|
130,190
|
|
Europe
|
162,557
|
|
|
143,649
|
|
||
Americas
|
30,782
|
|
|
31,050
|
|
||
Bermuda
|
678
|
|
|
613
|
|
||
Other International
|
9,392
|
|
|
9,595
|
|
||
Total
|
$
|
340,859
|
|
|
$
|
315,097
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total equipment trading revenues:
|
|
|
|
||||
Asia
|
$
|
3,292
|
|
|
$
|
2,454
|
|
Europe
|
4,871
|
|
|
4,289
|
|
||
Americas
|
6,765
|
|
|
4,984
|
|
||
Bermuda
|
—
|
|
|
—
|
|
||
Other International
|
2,900
|
|
|
1,648
|
|
||
Total
|
$
|
17,828
|
|
|
$
|
13,375
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Payments received from TriStar on direct finance leases
|
$
|
460
|
|
|
$
|
512
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Direct finance lease balance
|
$
|
11,580
|
|
|
$
|
10,710
|
|
•
|
Equipment leasing - we own, lease and ultimately dispose of containers and chassis from our lease fleet.
|
•
|
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.
|
|
Equipment Fleet in Units
|
|
Equipment Fleet in TEU
|
||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Dry
|
3,322,723
|
|
|
3,340,946
|
|
|
3,103,671
|
|
|
5,448,267
|
|
|
5,476,406
|
|
|
5,039,302
|
|
Refrigerated
|
229,971
|
|
|
228,778
|
|
|
221,810
|
|
|
443,402
|
|
|
440,781
|
|
|
426,335
|
|
Special
|
93,361
|
|
|
93,900
|
|
|
90,867
|
|
|
168,755
|
|
|
169,614
|
|
|
163,155
|
|
Tank
|
12,600
|
|
|
12,509
|
|
|
12,188
|
|
|
12,600
|
|
|
12,509
|
|
|
12,188
|
|
Chassis
|
24,879
|
|
|
24,832
|
|
|
22,477
|
|
|
45,885
|
|
|
45,787
|
|
|
40,996
|
|
Equipment leasing fleet
|
3,683,534
|
|
|
3,700,965
|
|
|
3,451,013
|
|
|
6,118,909
|
|
|
6,145,097
|
|
|
5,681,976
|
|
Equipment trading fleet
|
17,504
|
|
|
13,138
|
|
|
12,022
|
|
|
27,014
|
|
|
21,361
|
|
|
19,245
|
|
Total
|
3,701,038
|
|
|
3,714,103
|
|
|
3,463,035
|
|
|
6,145,923
|
|
|
6,166,458
|
|
|
5,701,221
|
|
|
Equipment Fleet in CEU
(1)
|
|||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|||
Operating leases
|
6,997,855
|
|
|
7,009,605
|
|
|
6,752,636
|
|
Finance leases
|
539,854
|
|
|
538,867
|
|
|
329,659
|
|
Equipment trading fleet
|
50,117
|
|
|
47,476
|
|
|
53,454
|
|
Total
|
7,587,826
|
|
|
7,595,948
|
|
|
7,135,749
|
|
(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 are from our debt agreements and may differ slightly from CEU ratios used by others in the industry.
|
Equipment Type
|
Percentage of total fleet in units
|
|
Percentage of total fleet in CEU
|
||
Dry
|
89.8
|
%
|
|
62.5
|
%
|
Refrigerated
|
6.2
|
|
|
29.8
|
|
Special
|
2.5
|
|
|
2.9
|
|
Tank
|
0.3
|
|
|
2.7
|
|
Chassis
|
0.7
|
|
|
1.4
|
|
Equipment leasing fleet
|
99.5
|
|
|
99.3
|
|
Equipment trading fleet
|
0.5
|
|
|
0.7
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Long-term leases typically 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 typically 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 greater operational flexibility by allowing non-scheduled pick-up and drop-off of units during the lease term.
|
Lease Portfolio
|
March 31,
2019
(1)
|
|
December 31,
2018 |
|
March 31,
2018 |
|||
Long-term leases
|
64.8
|
%
|
|
66.6
|
%
|
|
69.7
|
%
|
Finance leases
|
7.6
|
|
|
7.5
|
|
|
4.9
|
|
Service leases
|
11.1
|
|
|
11.3
|
|
|
15.9
|
|
Expired long-term leases (units on-hire)
|
16.5
|
|
|
14.6
|
|
|
9.5
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Quarter Ended
|
|||||||||||||
|
March 31,
2019 |
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
|||||
Average Utilization
(1)
|
97.6
|
%
|
|
98.2
|
%
|
|
98.7
|
%
|
|
98.8
|
%
|
|
98.6
|
%
|
Ending Utilization
(1)
|
97.4
|
%
|
|
97.8
|
%
|
|
98.6
|
%
|
|
98.7
|
%
|
|
98.7
|
%
|
(1)
|
Utilization is computed by dividing our total units on lease (in CEU) by the total units in our fleet (in CEU) excluding new units not yet leased and off-hire units designated for sale.
|
|
Three months ended
March 31, |
||||||||||
|
2019
|
|
2018
|
|
Variance
|
||||||
Leasing revenues:
|
|
|
|
|
|
||||||
Operating leases
|
$
|
330,422
|
|
|
$
|
310,231
|
|
|
$
|
20,191
|
|
Finance leases
|
10,437
|
|
|
4,866
|
|
|
5,571
|
|
|||
Total leasing revenues
|
340,859
|
|
|
315,097
|
|
|
25,762
|
|
|||
|
|
|
|
|
|
||||||
Equipment trading revenues
|
17,828
|
|
|
13,375
|
|
|
4,453
|
|
|||
Equipment trading expenses
|
(14,241
|
)
|
|
(10,384
|
)
|
|
(3,857
|
)
|
|||
Trading margin
|
3,587
|
|
|
2,991
|
|
|
596
|
|
|||
|
|
|
|
|
|
||||||
Net gain on sale of leasing equipment
|
8,469
|
|
|
9,218
|
|
|
(749
|
)
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
134,609
|
|
|
130,433
|
|
|
4,176
|
|
|||
Direct operating expenses
|
16,802
|
|
|
11,048
|
|
|
5,754
|
|
|||
Administrative expenses
|
18,187
|
|
|
19,582
|
|
|
(1,395
|
)
|
|||
Transaction and other (income) costs
|
—
|
|
|
(29
|
)
|
|
29
|
|
|||
Provision (reversal) for doubtful accounts
|
(142
|
)
|
|
(101
|
)
|
|
(41
|
)
|
|||
Total operating expenses
|
169,456
|
|
|
160,933
|
|
|
8,523
|
|
|||
Operating income (loss)
|
183,459
|
|
|
166,373
|
|
|
17,086
|
|
|||
Other expenses:
|
|
|
|
|
|
||||||
Interest and debt expense
|
83,520
|
|
|
75,098
|
|
|
8,422
|
|
|||
Realized (gain) loss on derivative instruments, net
|
(704
|
)
|
|
(248
|
)
|
|
(456
|
)
|
|||
Unrealized (gain) loss on derivative instruments, net
|
986
|
|
|
(1,186
|
)
|
|
2,172
|
|
|||
Other (income) expense, net
|
(1,004
|
)
|
|
(659
|
)
|
|
(345
|
)
|
|||
Total other expenses
|
82,798
|
|
|
73,005
|
|
|
9,793
|
|
|||
Income (loss) before income taxes
|
100,661
|
|
|
93,368
|
|
|
7,293
|
|
|||
Income tax expense (benefit)
|
7,850
|
|
|
10,503
|
|
|
(2,653
|
)
|
|||
Net income
|
$
|
92,811
|
|
|
$
|
82,865
|
|
|
$
|
9,946
|
|
Less: income (loss) attributable to noncontrolling interest
|
592
|
|
|
1,973
|
|
|
(1,381
|
)
|
|||
Less: dividend on preferred shares
|
305
|
|
|
—
|
|
|
305
|
|
|||
Net income (loss) attributable to common shareholders
|
$
|
91,914
|
|
|
$
|
80,892
|
|
|
$
|
11,022
|
|
|
Three months ended
March 31, |
||||||||||
|
2019
|
|
2018
|
|
Variance
|
||||||
Leasing revenues:
|
|
|
|
|
|
||||||
Operating leases
|
|
|
|
|
|
||||||
Per diem revenues
|
$
|
315,352
|
|
|
$
|
300,692
|
|
|
$
|
14,660
|
|
Fee and ancillary revenues
|
15,070
|
|
|
9,539
|
|
|
5,531
|
|
|||
Total operating lease revenues
|
330,422
|
|
|
310,231
|
|
|
20,191
|
|
|||
Finance leases
|
10,437
|
|
|
4,866
|
|
|
5,571
|
|
|||
Total leasing revenues
|
$
|
340,859
|
|
|
$
|
315,097
|
|
|
$
|
25,762
|
|
•
|
$17.2 million increase due to an increase of 373,566 CEU in the average number of containers on-hire under operating leases;
|
•
|
$6.6 million increase due to reduced lease intangible amortization; partially offset by
|
•
|
$9.7 million decrease due to the reclassification of certain contracts from operating leases to finance leases in the fourth quarter of
2018
as a result of the renegotiation and extension of the contracts.
|
•
|
$14.3 million increase due to a net increase in the size of our depreciable fleet, partially offset by
|
•
|
$4.9 million decrease due to an increase in the number of containers that are fully depreciated; and
|
•
|
$5.3 million decrease due to the reclassification of certain contracts from operating leases to finance leases in the fourth quarter of 2018 as a result of the renegotiation and extension of the contracts.
|
•
|
$5.7 million increase due to an increase in our average debt balance of $530.0 million and
|
•
|
$2.7 million increase due to an increase in the average effective interest rate to 4.45% compared to 4.31% in the same period in 2018. The increase in the effective interest rate was primarily due to an increase in short-term interest rates on our unhedged variable-rate debt facilities.
|
|
Amount
Outstanding
|
|
Maximum
Borrowing
Level
|
||||
Institutional notes
|
$
|
2,167.3
|
|
|
$
|
2,167.3
|
|
Asset-backed securitization term notes
|
2,967.6
|
|
|
2,967.6
|
|
||
Term loan facilities
|
1,504.4
|
|
|
1,504.4
|
|
||
Asset-backed warehouse facility
|
350.0
|
|
|
1,200.0
|
|
||
Revolving credit facilities
|
365.0
|
|
|
1,235.0
|
|
||
Capital lease obligations
|
73.4
|
|
|
73.4
|
|
||
Total debt outstanding
|
7,427.7
|
|
|
9,147.7
|
|
||
Debt costs
|
(43.7
|
)
|
|
—
|
|
||
Unamortized debt premiums & discounts
|
(5.0
|
)
|
|
—
|
|
||
Unamortized fair value debt adjustment
|
(14.3
|
)
|
|
—
|
|
||
Debt, net of unamortized debt costs
|
$
|
7,364.7
|
|
|
$
|
9,147.7
|
|
Financial Covenant
|
|
Entity
|
|
Covenant Threshold
|
|
Actual Value
|
Fixed Charge Coverage Ratio
|
|
TCIL
|
|
Shall not be less than 1.25:1
|
|
2.72:1
|
Minimum Consolidated Tangible Net Worth
|
|
TCIL
|
|
Shall not be less than $855 million
|
|
$1,744.5 million
|
Funded Debt Ratio
|
|
TCIL
|
|
Shall not exceed 4.0:1
|
|
3.39:1
|
EBIT to Cash Interest Expense
|
|
TAL
|
|
Shall not be less than 1.10:1
|
|
2.22:1
|
Minimum Tangible Net Worth
|
|
TAL
|
|
Shall not be less than $300 million
|
|
$1,014.9 million
|
Indebtedness to TNW
|
|
TAL
|
|
Shall not exceed 4.75:1
|
|
2.10:1
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net cash provided by (used in) operating activities
|
$
|
295,731
|
|
|
$
|
246,235
|
|
Net cash provided by (used in) investing activities
|
$
|
5,992
|
|
|
$
|
(219,728
|
)
|
Net cash provided by (used in) financing activities
|
$
|
(283,943
|
)
|
|
$
|
(5,686
|
)
|
|
Contractual Obligations by Period
|
||||||||||||||||||||||||||
Contractual Obligations:
|
Total
|
|
Remaining 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Principal debt obligations
|
$
|
7,354.2
|
|
|
$
|
799.2
|
|
|
$
|
826.0
|
|
|
$
|
813.3
|
|
|
$
|
1,697.1
|
|
|
$
|
1,477.1
|
|
|
$
|
1,741.5
|
|
Interest on debt obligations
(1)
|
1,154.8
|
|
|
224.4
|
|
|
266.0
|
|
|
230.3
|
|
|
176.5
|
|
|
117.2
|
|
|
140.4
|
|
|||||||
Capital lease obligations
(2)
|
83.2
|
|
|
8.3
|
|
|
10.8
|
|
|
10.8
|
|
|
10.8
|
|
|
18.7
|
|
|
23.8
|
|
|||||||
Operating leases (mainly facilities)
|
11.3
|
|
|
2.5
|
|
|
3.0
|
|
|
2.4
|
|
|
2.0
|
|
|
1.4
|
|
|
—
|
|
|||||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment purchases payable
|
38.5
|
|
|
38.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Equipment purchase commitments
|
75.8
|
|
|
75.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Severance benefit commitment
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
8,718.2
|
|
|
$
|
1,149.1
|
|
|
$
|
1,105.8
|
|
|
$
|
1,056.8
|
|
|
$
|
1,886.4
|
|
|
$
|
1,614.4
|
|
|
$
|
1,905.7
|
|
(1)
|
Amounts include actual interest for fixed debt and estimated interest for floating rate debt based on
March 31, 2019
rates and the net effect of our interest rate swaps.
|
(2)
|
Amounts include interest.
|
Derivatives
|
|
Net Notional Amount
|
|
Weighted Average
Fixed Leg (Pay) Interest Rate |
|
Weighted Average
Remaining Term |
Interest Rate Swap
|
|
$1,753.3 Million
|
|
2.24%
|
|
4.4 years
|
|
Issuer Purchases of Common Shares
(1)
|
||||||||||||
Period
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares (or units) purchased as part of publicly announced plan
|
|
Approximate dollar value of shares that may yet be purchased under the plan (in thousands)
|
||||||
January 1, 2019 through January 31, 2019
|
65,400
|
|
|
$
|
32.09
|
|
|
65,400
|
|
|
$
|
139,786
|
|
February 1, 2019 through February 28, 2019
|
366,034
|
|
|
$
|
32.69
|
|
|
366,034
|
|
|
$
|
127,815
|
|
March 1, 2019 through March 31, 2019
|
2,205,100
|
|
|
$
|
31.39
|
|
|
2,205,100
|
|
|
$
|
58,593
|
|
Total
|
2,636,534
|
|
|
|
|
2,636,534
|
|
|
$
|
58,593
|
|
(1)
|
On August 1, 2018, the Company's Board of Directors authorized the repurchase of up to $200.0 million of its common shares. The share repurchase authorization will terminate upon completing repurchases of $200 million of common shares unless earlier terminated by the Board.
|
Exhibit
Number
|
|
Exhibit Description
|
|
Amended and Restated By-Laws, dated July 12, 2016 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
|
|
|
Certificate of Designations of 8.5% Series A Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K files March 14, 2019)
|
|
|
Form of Share Certificate evidencing 8.5% Series A Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K files March 14, 2019)
|
|
31.1
*
|
|
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
|
31.2
*
|
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
|
32.1
**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350
|
32.2
**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Instance Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
TRITON INTERNATIONAL LIMITED
|
|
|
|
|
April 30, 2019
|
By:
|
/s/ JOHN BURNS
|
|
|
John Burns
|
|
|
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Triton International Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15(d)-15(f) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ BRIAN M. SONDEY
Brian M. Sondey
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Triton International Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15(d)-15(f) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ JOHN BURNS
John Burns
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 30, 2019
|
/s/ BRIAN M. SONDEY
Brian M. Sondey
Chairman and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 30, 2019
|
/s/ JOHN BURNS
John Burns
Chief Financial Officer
|