EX-99.1 2 exhibit99112-31x2016.htm FOURTH QUARTER AND FULL YEAR 2016 EARNINGS RELEASE EXHIBIT 99.1 Exhibit

TRITON INTERNATIONAL LIMITED REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS

Hamilton, Bermuda, March 14, 2017 – Triton International Limited (NYSE: TRTN), ("Triton") today reported results for the fourth quarter and full year ended December 31, 2016. On July 12, 2016 Triton Container International Limited ("TCIL") and TAL International Group, Inc. ("TAL") completed their previously announced strategic combination and became wholly-owned subsidiaries of Triton.

Highlights:
Triton reported Net income attributable to shareholders of $22.8 million and Income before income taxes of $31.1 million for the fourth quarter of 2016.
Triton reported Adjusted pre-tax income of $19.0 million in the fourth quarter of 2016.
Utilization averaged 93.6% for the fourth quarter of 2016 and averaged 93.3% for the full year.
As previously announced, Triton declared a quarterly dividend of $0.45 per share payable on March 30, 2017 to shareholders of record as of March 20, 2017.

Financial Results

The following table depicts Triton’s selected key financial information for the fourth quarter and full year ended December 31, 2016 and 2015 (dollars in millions, except per share data). Financial information for periods prior to July 12, 2016 is for TCIL (the accounting acquirer in the strategic combination of TCIL and TAL) only.

 
Three Months Ended 
 December 31,
Twelve Months Ended 
 December 31,
 
2016
2015
% Change
2016
2015
% Change
Leasing revenues
$259.5
$173.0
50.0%
$828.7
$707.8
17.1%
Income (loss) before income taxes
$31.1
$18.9
64.6%
$(5.8)
$131.7
(104.4%)
Net income (loss) attributable to shareholders
$22.8
$12.8
78.1%
$(13.5)
$111.1
(112.2%)
Net income (loss) per share - diluted
$0.31
$0.32
(3.1%)
$(0.24)
$2.71
(108.9%)
Adjusted pre-tax income(1)
$19.0
$21.2
(10.4%)
$49.1
$140.7
(65.1%)
Adjusted net income(1)
$15.3
$19.7
(22.3%)
$48.9
$135.8
(64.0%)
(1) Adjusted pre-tax income and Adjusted net income are non-GAAP financial measures that we believe are useful in evaluating our operating performance. Triton's definition and calculation of Adjusted pre-tax income and Adjusted net income, including reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures, are outlined in the attached schedules.



1


Operating Performance
“Triton finished an eventful year in 2016 with strong momentum,” commented Brian M. Sondey, Chairman and Chief Executive Officer of Triton. “After being very challenging since early 2015, market conditions started to improve in the summer of 2016 and the improvements accelerated in the fourth quarter. Triton’s operating and financial performance improved throughout the third and fourth quarters as well.”
“The improvement in market conditions has been strongest for our dry container product line. In 2016, modest trade growth combined with reduced new container production volumes to significantly reduce excess container inventories. Leasing demand was further supported by an increased preference for leasing and stronger than expected containerized trade volumes after the end of the traditional summer peak season for dry containers. Triton’s net container pick-ups in the third and fourth quarters of 2016 were close to record levels, and new and used container inventories were historically low at the end of the year. Triton’s utilization increased 2.2% during the fourth quarter to reach 94.8% as of December 31, 2016. Triton’s utilization currently stands at 95.5%.”
“New dry container prices increased rapidly in the fourth quarter of 2016 due to a strong rebound in steel prices in China and increased orders for new containers. Market lease rates also increased rapidly due to the increase in new container prices and the improved container supply / demand balance. Used dry container sale prices stabilized in the third quarter and increased gradually in the fourth quarter, though the rate of improvement has so far lagged the increase in new container prices and market lease rates. We expect used dry container sale prices will continue to increase in 2017 if current market conditions are sustained.”
“Triton generated $19.0 million of Adjusted pre-tax income in the fourth quarter of 2016. This level of profitability represents a solid increase from our normalized results in the third quarter, though the increase in the fourth quarter did not reflect the full impact of the improvement in market conditions and our operating trends. Purchase accounting reduced our reported profitability by $9.7 million in the fourth quarter. In addition, we continued to be impacted by the loss of revenue on the majority of containers previously on-hire to Hanjin Shipping Co. ("Hanjin"), and we also incurred an increase in repair expenses in the fourth quarter as we accelerated repairs on idle containers in response to improved leasing demand. Fortunately, we expect these factors to fade over the next several quarters.”
“The bankruptcy of Hanjin continues to have a significant impact on our business, but we are making good progress recovering our containers and expect the recovery process to be mostly complete during the first half of 2017. As of March 14, 2017, 78% of the containers previously on-hire to Hanjin have been recovered, and another 11% of the containers have been negotiated for release and are in the process of recovery.”
“We continue to make excellent progress on our post-merger integration. We expect to complete systems integration during the second quarter of 2017 and we remain on track to achieve our target of $40 million of annual organizational cost savings. In addition, our customers, lenders, suppliers and other stakeholders are taking note of the increased competitive distance between Triton and our peers, and are seeing benefits for themselves in working closely with the clear market leader.”
Outlook
Mr. Sondey continued, “Market conditions remain generally favorable at the start of 2017. Leasing company inventories of used dry containers are limited, and inventories of new containers at the container factories are near recent historical lows. New container prices and market leasing rates have started 2017 on a positive trajectory, and the price for a new twenty foot dry container is currently in the range of $2,200. Market lease rates for new dry container long-term leases are currently higher

2


than the average lease rates in Triton’s lease portfolio, which should mitigate the impacts of lease re-pricing if current market conditions are sustained.”
“We expect that new container production volumes will remain limited in the first half of 2017 and that the supply of containers will remain constrained despite the improved market fundamentals. We expect that container manufacturers in China will be required to convert all of their dry container production facilities to a new paint system which will take many container factories off-line for a portion of the second quarter. In addition, a number of leasing companies and shipping lines continue to face financial constraints that will likely limit their investments in new containers.”
“Our outlook for trade growth and leasing demand in 2017 is less clear. Our customers are generally reporting stronger than expected cargo volumes and improved freight rates for the first quarter, but ongoing global economic instability and increased threats of protectionism create meaningful risks to global economic growth, trade growth and leasing demand.”
“We expect our Adjusted pre-tax income to increase from the fourth quarter of 2016 to the first quarter of 2017. The first quarter typically represents our weakest quarter of the year since demand for dry containers is usually weakest in the post-holiday period and since the quarter has two fewer days than the fourth quarter. However, we expect ongoing improvements in our core operating trends to outweigh the first quarter seasonal weakness. If market conditions remain strong, we expect our financial results will improve sequentially through 2017.”

Dividend

As previously announced, Triton's Board of Directors has approved and declared a $0.45 per share quarterly cash dividend on its issued and outstanding common shares, payable on March 30, 2017 to shareholders of record at the close of business on March 20, 2017.

Investors’ Webcast

Triton will hold a Webcast at 9 a.m. (New York time) on Wednesday, March 15, 2017 to discuss its fourth quarter and full year results. An archive of the Webcast will be available one hour after the live call through Friday, April 28, 2017. To access the live Webcast or archive, please visit Triton’s website at http://www.trtn.com.

About Triton International Limited

Triton International Limited is the parent of Triton Container International Limited and TAL International Group, Inc., each of which merged under Triton on July 12, 2016 to create the world’s largest lessor of intermodal freight containers and chassis. Triton operates a container fleet over five million twenty-foot equivalent units ("TEU"), and our global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Contact

Andrew Greenberg
Senior Vice President,
Finance & Investor Relations
(914) 697-2900


3


The following table sets forth the combined equipment fleet utilization(a) as of and for the periods indicated:
 
Quarter Ended
 
December 31,
 
September 30,
 
June 30,
 
March 31,
Average Utilization
93.6%
 
92.4%
 
93.3%
 
94.0%
Ending Utilization
94.8%
 
92.6%
 
93.7%
 
93.5%

(a) Utilization is computed by dividing total units on lease (in cost equivalent units, or "CEUs") by the total units in fleet (in CEUs), excluding new units not yet leased and off-hire units designated for sale. For the utilization calculation, units on lease to Hanjin were treated as off-lease effective August 1, 2016.

The following table provides the composition of our equipment fleet as of December 31, 2016 (in units, TEUs and cost equivalent units, or “CEUs”):
 
December 31, 2016
 
Equipment Fleet in Units
 
Equipment Fleet in TEUs
Dry   
2,747,497
 
4,443,935
Refrigerated   
217,564
 
417,634
Special   
84,077
 
147,217
Tank   
11,961
 
11,961
Chassis   
21,172
 
38,321
Equipment leasing fleet   
3,082,271
 
5,059,068
Equipment trading fleet
15,927
 
26,276
Total   
3,098,198
 
5,085,344
 
 
 
 
 
December 31, 2016
 
 
 
Equipment Fleet in CEUs
 
 
Operating leases
6,126,320
 
 
Finance leases
368,468
 
 
Equipment trading fleet
72,646
 
 
Total   
6,567,434
 
 
 
 
 
 


4


Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this release, other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," "may," "would" and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond Triton's control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements.
These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: failure to realize the anticipated benefits of the combination of TCIL and TAL, including as a result of a delay or difficulty in integrating the businesses of TCIL and TAL; uncertainty as to the long-term value of Triton's common shares; the expected amount and timing of cost savings and operating synergies resulting from the transaction; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; their customers' decisions to buy rather than lease containers; their dependence on a limited number of customers for a substantial portion of their revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of their businesses; decreases in the demand for international trade; disruption to their operations resulting from the political and economic policies of foreign countries, particularly China; disruption to their operations from failures of or attacks on their information technology systems; their compliance with laws and regulations related to security, anti-terrorism, environmental protection and corruption; their ability to obtain sufficient capital to support their growth; restrictions on their businesses imposed by the terms of their debt agreements; and other risks and uncertainties, including those risk factors set forth in the section entitled "Risk Factors" beginning on page 34 of the proxy statement/prospectus included in Triton’s Registration Statement on Form S-4, as amended.
The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere. Any forward-looking statements made herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on Triton or its business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

-Financial Tables Follow-


5



TRITON INTERNATIONAL LIMITED
Consolidated Balance Sheets
(Dollars in thousands, except share data)
 
December 31, 2016
 
December 31, 2015
ASSETS:
 
 
 
Leasing equipment, net of accumulated depreciation of $1,787,505 and $1,566,963
$
7,370,519

 
$
4,362,043

Net investment in finance leases, net of allowances of $527 and $526
346,810

 
66,656

Equipment held for sale
99,863

 

Revenue earning assets
7,817,192

 
4,428,699

Cash and cash equivalents
113,198

 
56,689

Restricted cash
50,294

 
22,575

Accounts receivable, net of allowances of $28,082 and $8,297
173,585

 
110,970

Goodwill
236,665

 

Lease intangibles, net of accumulated amortization of $56,159
246,598

 

Insurance receivable
17,170

 

Other assets
53,126

 
37,911

Fair value of derivative instruments
5,743

 
2,153

Total assets
$
8,713,571

 
$
4,658,997

LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Equipment purchases payable
$
83,567

 
$
12,128

Fair value of derivative instruments
9,404

 
257

Accounts payable and other accrued expenses
143,098

 
81,306

Net deferred income tax liability
317,316

 
20,570

Debt, net of unamortized deferred financing costs of $19,999 and $19,024
6,353,449

 
3,166,903

Total liabilities
6,906,834

 
3,281,164

Shareholders' equity:
 
 
 
Class A common shares, $0.01 par value; 235,200,000 authorized, none and 35,628,585 issued and outstanding respectively

 
445

Class B common shares, $0.01 par value; 4,800,000 authorized; none and 4,800,000 issued and outstanding respectively

 
60

Common shares, $0.01 par value, 294,000,000 shares authorized, 74,376,025 and no shares issued and outstanding respectively
744

 

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

 

Additional paid-in capital
690,418

 
176,088

Accumulated earnings
945,313

 
1,044,402

Accumulated other comprehensive income (loss)
26,758

 
(3,666
)
Total shareholders' equity
1,663,233

 
1,217,329

Non-controlling interests

143,504

 
160,504

Total equity

$
1,806,737

 
$
1,377,833

Total liabilities and shareholders' equity
$
8,713,571

 
$
4,658,997

   



6



TRITON INTERNATIONAL LIMITED
Consolidated Statements of Operations
(Dollars and shares in thousands, except earnings per share)
 
Three Months Ended 
 December 31,
Twelve Months Ended 
 December 31,
 
2016
2015
2016
2015
Leasing revenues:
 
 
 
 
Operating leases
$
253,095

$
170,988

$
813,357

$
699,810

Finance leases
6,452

2,012

15,337

8,029

Total leasing revenues
259,547

173,000

828,694

707,839

 
 
 
 
 
Equipment trading revenues
6,597


16,418


Equipment trading expenses
(6,211
)

(15,800
)

Trading margin
386


618


 
 
 
 
 
Net (loss) gain on sale of leasing equipment
(4,261
)
(1,058
)
(20,347
)
2,013

 
 
 
 
 
Operating expenses:
 
 
 
 
Depreciation and amortization
120,006

83,174

392,592

300,470

Direct operating expenses
29,959

15,432

84,256

54,440

Administrative expenses
20,481

11,539

65,618

53,435

Transaction and other costsA
399

9,800

66,916

22,185

Provision (reversal) for doubtful accounts
1,103

(35
)
23,304

(2,156
)
Total operating expenses
171,948

119,910

632,686

428,374

Operating income
83,724

52,032

176,279

281,478

Other expenses:
 
 
 
 
Interest and debt expense
61,389

34,752

184,014

140,644

Realized loss on derivative instruments, net
1,171

1,097

3,438

5,496

Unrealized (gain) loss on derivative instruments, net
(9,648
)
(3,593
)
(4,405
)
2,240

Write-off of deferred financing costs

1,170

141

1,170

Other (income) expense
(301
)
(258
)
(1,076
)
211

Total other expenses
52,611

33,168

182,112

149,761

Income (loss) before income taxes
31,113

18,864

(5,833
)
131,717

Income tax expense (benefit)
5,489

992

(48
)
4,048

Net income (loss)
$
25,624

$
17,872

$
(5,785
)
$
127,669

Less: income attributable to non-controlling interest
2,846

5,052

7,732

16,580

Net income (loss) attributable to shareholders
$
22,778

$
12,820

$
(13,517
)
$
111,089

Net income (loss) per common share—Basic
$
0.31

$
0.32

$
(0.24
)
$
2.75

Net income (loss) per common share—Diluted
$
0.31

$
0.32

$
(0.24
)
$
2.71

Cash dividends paid per common share
$
0.45

$

$
1.35

$

Weighted average number of common shares and non-voting common shares outstanding—Basic
73,735

40,429

56,032

40,429

Dilutive stock options and restricted stock
112



503

Weighted average number of common shares and non-voting common shares outstanding—Diluted
73,847

40,429

56,032

40,932


7


TRITON INTERNATIONAL LIMITED
Consolidated Statements of Cash Flows
(Dollars in thousands)
 
Year Ended December 31, 2016
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
Cash flows from operating activities:
 
 
 
 
 
Net (loss) income
$
(5,785
)
 
$
127,669

 
$
171,304

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
392,592

 
300,470

 
258,489

Amortization and write-off of deferred financing costs and other debt related amortization
6,075

 
6,844

 
13,938

Amortization of lease intangible
55,484

 

 

Net loss (gain) on sale of leasing equipment
20,347

 
(2,013
)
 
(31,616
)
Net (gain) loss on interest rate swaps
(4,405
)
 
2,240

 
3,798

Deferred income taxes
(809
)
 
3,353

 
4,134

Share compensation charge
5,399

 
12,048

 
18,686

Changes in operating assets and liabilities, net of acquired assets and liabilities:
 
 
 
 
 
Net equipment sold for resale activity
4,031

 

 

Accounts receivable
10,111

 
5,494

 
131

Accounts payable and other accrued expenses
10,694

 
(2,768
)
 
(2,885
)
Other assets
(9,509
)
 
(2,814
)
 
(2,548
)
Cash payments on termination of derivative instruments
(37
)
 
(1,219
)
 
(1,057
)
Net cash provided by operating activities
484,188

 
449,304

 
432,374

Cash flows from investing activities:
 
 
 
 
 
Purchases of leasing equipment and investments in finance leases
(629,332
)
 
(398,799
)
 
(809,446
)
Proceeds from sale of equipment, net of selling costs
145,572

 
171,719

 
195,282

Cash collections on finance lease receivables, net of income earned
38,650

 
14,178

 
14,660

Cash and cash equivalents acquired
50,349

 

 

Other
(685
)
 
(2,819
)
 
(3,182
)
Net cash (used in) investing activities
(395,446
)
 
(215,721
)
 
(602,686
)
Cash flows from financing activities:
 
 
 
 
 
Redemption of common shares
(7,410
)
 

 

Financing fees paid under debt facilities
(6,554
)
 
(2,972
)
 
(4,845
)
Borrowings under debt facilities and proceeds under capital lease obligations
661,971

 
685,500

 
1,622,075

Payments under debt facilities and capital lease obligations
(602,152
)
 
(886,979
)
 
(1,209,377
)
Decrease in restricted cash
31,396

 
8,877

 
17,268

Purchase of non-controlling interests

 

 
(70
)
Distributions to non-controlling interest
(24,732
)
 
(46,927
)
 
(38,225
)
Common stock dividends paid
(84,752
)
 

 
(215,000
)
Net cash (used in) provided by financing activities
(32,233
)
 
(242,501
)
 
171,826

Net increase (decrease) in unrestricted cash and cash equivalents
$
56,509


$
(8,918
)
 
$
1,514

Cash and cash equivalents, beginning of period
56,689

 
65,607

 
64,093

Cash and cash equivalents, end of period
$
113,198


$
56,689

 
$
65,607

Supplemental disclosures:
 
 
 
 
 
Interest paid
$
181,559

 
$
131,749

 
$
132,214

Income taxes paid
$
309

 
$
1,477

 
$
1,552

Supplemental non-cash investing activities:
 
 
 
 
 
Equipment purchases payable
$
83,567

 
$
12,128

 
$
109,949

Shares issued to acquire TAL
$
510,186

 
$

 
$


8


A Transaction costs associated with the merger of TCIL and TAL and other costs for the fourth quarter and full year ended December 31, 2016 and 2015 were as follows:

 
Three Months Ended 
 December 31,
Twelve Months Ended 
 December 31,
 
2016
2015
2016
2015
Employee compensation costs
$
209

$
3,164

$
46,838

$
15,426

Professional fees
78

2,729

14,295

2,840

Legal expenses
81

3,907

3,371

3,919

Other
31


2,412


     Total
$
399

$
9,800

$
66,916

$
22,185

Employee compensation costs include costs to maintain and retain key employees, severance expenses, and certain stock compensation expense, including retention and stock compensation expense pursuant to plans established as part of TCIL's 2011 re-capitalization. Professional fees and legal expenses include costs paid for services directly related to the closing of the merger and include legal fees, accounting fees and transaction and advisory fees.


9


Non-GAAP Financial Measures
We use the terms "Adjusted pre-tax income "and "Adjusted net income" throughout this press release.
Adjusted pre-tax income is defined as income before income taxes as further adjusted for certain items which are described in more detail below, which management believes are not representative of our operating performance. Adjusted pre-tax income excludes gains and losses on interest rate swaps, the write-off of deferred financing costs, transaction and other costs, and non-controlling interest. Adjusted net income is defined as net income further adjusted for the items discussed above, net of income tax.
Adjusted pre-tax income and Adjusted net income are not presentations made in accordance with U.S. GAAP. Adjusted pre-tax income and Adjusted net income should not be considered as alternatives to, or more meaningful than, amounts determined in accordance with U.S. GAAP, including net income.
We believe that Adjusted pre-tax income and Adjusted net income are useful to an investor in evaluating our operating performance because these measures:
are widely used by securities analysts and investors to measure a company’s operating performance;
help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure, our asset base and certain non-routine events which we do not expect to occur in the future; and
are used by our management for various purposes, including as measures of operating performance and liquidity, to assist in comparing performance from period to period on a consistent basis, in presentations to our board of directors concerning our financial performance and as a basis for strategic planning and forecasting.
We have provided reconciliations of Net income (loss) before income taxes and Net income (loss) attributable to shareholders, the most directly comparable U.S. GAAP measures, to Adjusted pre-tax income and Adjusted net income in the tables below for the three and twelve months ended December 31, 2016 and 2015.



10


TRITON INTERNATIONAL LIMITED
Non-GAAP Reconciliations of Adjusted Pre-tax Income and Adjusted Net Income                                          (Dollars in Thousands)
 
Three Months Ended December 31,
Twelve Months Ended December 31,
 
2016
2015
2016
2015
Income (loss) before income taxes
$
31,113

$
18,864

$
(5,833
)
$
131,717

Add (subtract):
 
 
 
 
Unrealized (gain) loss on derivative instruments, net
(9,648
)
(3,593
)
(4,405
)
2,240

   Write-off of deferred financing costs

1,170

141

1,170

Transaction and other costs
399

9,800

66,916

22,185

Less:
 
 
 
 
Income attributable to non-controlling interest
2,846

5,052

7,732

16,580

Adjusted pre-tax income
$
19,018

$
21,189

$
49,087

$
140,732

 
 
 
 
 
 
Three Months Ended December 31,
Twelve Months Ended December 31,
 
2016
2015
2016
2015
Net income (loss) attributable to shareholders
$
22,778

$
12,820

$
(13,517
)
$
111,089

Add (subtract):
 
 
 
 
Unrealized (gain) loss on derivative instruments, net
(7,775
)
(3,335
)
(4,389
)
2,161

    Write-off of deferred financing costs

1,086

141

1,129

Transaction and other costs
322

9,096

66,679

21,405

Adjusted net income
$
15,325

$
19,667

$
48,914

$
135,784














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