Triton International Limited (NYSE:TRTN), ("Triton") today reported results for the second quarter ended June 30, 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. In this press release, Triton has presented selected combined information for the second quarter ended June 30, 2016 together with individual financial statements for Triton, TCIL and TAL for the three and six months ended June 30, 2016, and 2015.

Second Quarter and Recent Highlights:

  • On July 12, 2016, TCIL and TAL completed their combination to form Triton International, the world’s largest, most capable and most efficient lessor of intermodal freight containers.
  • On August 11, 2016, Triton announced a quarterly dividend of $0.45 per share payable on September 22, 2016 to shareholders of record as of September 8, 2016.

The following reflects selected combined information of TCIL and TAL:

  • Combined Adjusted pre-tax income for TCIL and TAL was $18.4 million for the second quarter of 2016, a decrease of 77.4% from the second quarter of 2015.
  • Combined leasing revenues for TCIL and TAL were $299.6 million for the second quarter of 2016, a decrease of 9.2% from the second quarter of 2015.
  • Combined equipment utilization averaged 93.3% for the second quarter of 2016.
  • Through August 11, 2016, the combined companies have invested approximately $555 million in new and sale-leaseback containers for delivery in 2016.

The combined results shown in this press release represent the aggregate of TCIL's and TAL's individual results for the three and six months ended June 30, 2016 and 2015 and do not reflect Triton’s pro-forma results on a GAAP basis. These combined results do not reflect all transaction-related expenses since the transaction was completed on July 12, 2016, subsequent to quarter end, nor do they include the effect of any purchase accounting adjustments made in relation to the completion of the transaction. There will be additional transaction-related expenses and other charges that will be expensed in future periods.

As of June 30, 2016, Triton had not yet acquired TCIL and TAL, and, as such, had not commenced operations, had no significant assets or liabilities and had not conducted any material activities through June 30, 2016. For the three and six months ended June 30, 2016, Triton reported a net loss of $0.02 million and $0.03 million, respectively, mainly related to incidental costs incurred in Triton's formation and other costs in connection with the completion of the transaction. Therefore, no revenues or operating expenses existed for Triton as of June 30, 2016. Following completion of the transaction on July 12, 2016, Triton's results will reflect TCIL's historical financial information as the accounting acquirer, combined with TAL's financial information from the date of completion of the transaction, inclusive of the effect of purchase accounting adjustments. Such treatment is consistent with the accounting treatment prescribed under the acquisition method of accounting.

Selected Combined Information

The following selected key financial information illustrates the combined performance of TCIL and TAL for the three and six months ended June 30, 2016 and 2015 (dollars in millions):

        Three Months Ended June 30, Six Months Ended June 30,

2016

   

2015

   

% Change

2016

   

2015

   

% Change

Adjusted pre-tax income(1) $18.4 $81.5 (77.4 %) $50.7 $174.2 (70.9 %) Leasing revenues

$299.6

$329.8

(9.2 %)

$611.9

$658.9

(7.1 %) Adjusted EBITDA(1) $240.7 $294.0 (18.1 %) $493.2 $592.9 (16.8 %) Adjusted net income(1) $16.5 $65.5 (74.8 %) $42.6 $142.2 (70.0 %) Net income $4.2     $62.9     (93.3 %) $19.4     $129.5     (85.0 %)  

(1) Adjusted pre-tax income, Adjusted EBITDA, and Adjusted net income are non-GAAP financial measures that we believe are useful in evaluating our operating performance. Triton's, TCIL's and TAL's definition and calculation of Adjusted pre-tax income, Adjusted EBITDA, 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.

Operating Performance

"We are very excited to have completed this transformative combination and formed Triton International, the world’s largest, most capable and most efficient container leasing company,” commented Brian M. Sondey, Chairman and Chief Executive Officer of Triton International. "With the closing now behind us, operations at the new Triton are off to a running start. We continue to expect our new company to have significant scale, cost, container supply and operating capability advantages compared to our peers, and we are on track to achieve our goal of $40 million of annual cost savings after our systems are fully integrated. The new company has also been well received by our customers, vendors and lenders. I would like to thank our employees and all of our business partners for helping us successfully launch Triton International."

"While overall business conditions remained challenging, we did see some improvement during the second quarter, with leasing demand returning after a long period of slow activity. Modest trade growth, combined with limited production of new containers, has resulted in many of our customers experiencing spot container shortages and has led to increased demand for our containers. Net pick-up activity for the combined operations of TCIL and TAL was meaningfully positive during the second quarter of 2016 for the first time since the third quarter of 2014, and our combined utilization has started to recover, increasing by 0.2% during the second quarter to reach 93.7% as of June 30, 2016. Utilization of the Triton container fleet currently stands at 93.8%."

"While leasing demand and net pick-up activity improved during the second quarter, market leasing rates and used container sale prices remained very low due to aggressive competition. Low market leasing rates continued to compress our leasing margins, as containers were returned from high-rate leases and subsequently leased out at lower market rates, and as existing leases were renegotiated and extended at lower rate levels. Used container sale prices also continued to decrease in the second quarter, leading to significant losses on the sale of containers. The loss on sale was particularly large for the TAL fleet during the second quarter due to mark-to-market adjustments related to TAL’s much larger inventory of containers for sale."

"Business conditions are also challenging for our shipping line customers, and several of our customers are in active financial restructuring negotiations. While our collections performance generally has been strong, credit risks will remain elevated until freight rates and the financial performance of the container shipping lines improve."

"The combined Adjusted pre-tax income for TCIL and TAL was $18.4 million during the second quarter of 2016, down 77% from the second quarter of 2015 and down 43% from the first quarter of 2016. This decrease primarily reflects ongoing lease rate pressure and the further decrease of used container selling prices in the second quarter. The improved leasing demand that we began to experience in the second quarter will mainly benefit future periods."

Outlook

Mr. Sondey continued, "Leasing demand remains solid as we start the third quarter, and we have recently seen some limited improvements in pricing trends. We expect dry container net pick-up activity to be strong for the third quarter, and our utilization should continue to increase. Prevailing lease rates remain far below historical levels and well below our portfolio average, but we have seen some improvement in market leasing rates as depot and factory container inventories shrink. Used container sale prices have so far stabilized during the third quarter, benefiting from a reduced volume of off-hires and improved lease-out opportunities for our older depot containers. If current demand levels and pricing trends continue through the third quarter, we expect our Adjusted pre-tax income to increase sequentially in the third quarter, excluding the impacts of purchase accounting."

Dividend

Triton’s Board of Directors has approved and declared a $0.45 per share quarterly cash dividend on its issued and outstanding common stock, payable on September 22, 2016 to shareholders of record at the close of business on September 8, 2016.

Investors’ Webcast

Triton will hold a Webcast at 9 a.m. (New York time) on Friday, August 12, 2016 to discuss its second quarter results. To participate by phone, please dial 1-877-418-5277 (domestic) or 1-412-717-9592 (international) approximately 15 minutes prior to the start time and reference the Triton International Limited conference call. To access the live Webcast or archive, please visit Triton's website at http://www.trtn.com. An archive of the Webcast will be available one hour after the live call through Friday, September 23, 2016.

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. With a container fleet of nearly five million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

The following table sets forth the combined equipment fleet utilization(2) for TCIL and TAL as of and for the periods indicated:

                   

Quarter Ended

June 30, 2016

March 31, 2016

December 31, 2015

September 30, 2015

June 30, 2015

Average Utilization 93.3 % 94.0 % 94.8 % 96.2 % 97.2 %  

June 30, 2016

March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 Ending Utilization 93.7 % 93.5 % 94.4 % 95.5 % 96.9 %  

(2) 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.

The following table provides the composition of the combined equipment fleet as of June 30, 2016, December 31, 2015, and June 30, 2015 (in units, TEUs and CEUs):

       

Equipment Fleet in Units

Equipment Fleet in TEU

June 30, 2016

   

December 31,2015

    June 30, 2015 June 30, 2016    

December 31, 2015

  June 30, 2015 Dry 2,586,100 2,632,257 2,593,791 4,154,335 4,217,703 4,163,511 Refrigerated 200,943 198,292 194,857 384,600 379,134 372,271 Special 86,100 88,148 88,227 150,603 154,137 155,008 Tank 11,715 11,243 9,852 11,715 11,243 9,852 Chassis 21,784 21,216 20,293 39,355 38,210 36,325 Equipment leasing fleet 2,906,642 2,951,156 2,907,020 4,740,608 4,800,427 4,736,967 Equipment trading fleet 18,344 21,135 28,256 30,402 35,989 46,614 Total 2,924,986 2,972,291 2,935,276 4,771,010 4,836,416 4,783,581  

Equipment Fleet in CEU

June 30, 2016

December 31, 2015

June 30, 2015 Operating leases 5,848,136 5,855,833 5,750,341 Finance leases 235,806 252,229 246,907 Equipment trading fleet 84,832 107,080 119,226 Total 6,168,774 6,215,142 6,116,474  

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, TCIL's and TAL'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 transaction, 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-

       

TRITON INTERNATIONAL LIMITED AND ITS SUBSIDIARIESConsolidated Balance Sheets

(Dollars in thousands)(Unaudited)

  June 30, 2016 December 31, 2015 ASSETS: Prepaid assets $ 8   $ —   Total current assets 8   —   Total assets $ 8   $ —     LIABILITIES AND SHAREHOLDER'S EQUITY: Accounts payable — 11 Total current liabilities —   11   Total liabilities $ —   $ 11   Shareholder's equity: Common shares, $0.01 par value, 100 shares authorized, and 100 shares issued respectively — — Receivable from TCIL common shares — — Additional paid-in capital 44 — Accumulated (deficit) (36 ) (11 ) Total shareholder's equity 8   (11 ) Total liabilities and shareholder's equity $ 8   $ —            

TRITON INTERNATIONAL LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Operations(Dollars in thousands, except share data)

(Unaudited)

 

Three Months EndedJune 30, 2016

Six Months EndedJune 30, 2016

Revenues: Revenues

$

—   $ —   Total revenues —   —     Operating expenses: Administrative expenses 21 25 Transaction and other non-recurring costs — — Operating expenses —   —   Total operating expenses 21   25   Operating (loss) (21 ) (25 ) Other expenses: Other expenses —   —   Total other expenses —   —   (Loss) before income taxes (21 ) (25 ) (Loss) tax expense —   —   Net (loss) $ (21 ) $ (25 ) Net (loss) per common share—Basic $ (210 ) $ (250 ) Net (loss) per common share—Diluted $ (210 ) $ (250 ) Cash dividends paid per common share $ — $ — Weighted average number of common shares outstanding—Basic 100 100 Dilutive share options and restricted shares —   —   Weighted average number of common shares outstanding—Diluted 100   100        

TRITON INTERNATIONAL LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

 

Six Months Ended June 30, 2016

Cash flows from operating activities: Net loss $ (25 ) Adjustments to reconcile net loss: Expenses paid by TCIL on behalf of Triton

 

44

Changes in assets and liabilities: Increase in prepaid assets

 

(8

) Decrease in accounts payable

 

(11

) Net cash provided by operating activities

 

  Cash flows from investing activities:     Net cash provided by investing activities

 

  Cash flows from financing activities:     Net cash provided by financing activities

 

  Net increase in unrestricted cash and cash equivalents $ — Cash and cash equivalents, beginning of period

 

  Cash and cash equivalents, end of period $ —   Supplemental non-cash activities: Capital contribution from TCIL in the form of expenses paid on behalf of Triton $ 44          

TRITON CONTAINER INTERNATIONAL LIMITED

Consolidated Balance Sheets

(Dollars in thousands, except share data)

(Unaudited)

 

June 30, 2016

December 31, 2015

ASSETS: Leasing equipment, net of accumulated depreciation and allowances of $1,651,513 and $1,566,963 $ 4,189,723 $ 4,362,043 Net investment in finance leases 64,664   68,107   Revenue earning assets 4,254,387 4,430,150 Unrestricted cash and cash equivalents 89,788 56,689 Restricted cash 20,918 22,575 Accounts receivable, net of allowances of $7,143 and $8,297 127,346 127,676 Other assets 36,126 37,911 Fair value of derivative instruments —   2,153   Total assets $ 4,528,565   $ 4,677,154   LIABILITIES AND EQUITY: Equipment purchases payable $ 1,232 $ 12,128 Fair value of derivative instruments 6,833 257 Accounts payable and other accrued expenses 115,934 120,033 Debt, net of unamortized deferred financing costs of $21,279 and $19,024 3,021,044   3,166,903   Total liabilities 3,145,043 3,299,321 Equity: Class A common shares, $0.01 par value; 294,000,000 authorized, 44,537,630 and 44,535,732 issued and outstanding 445 445 Class B common shares, $0.01 par value; 6,000,000 authorized, issued and outstanding 60 60 Additional paid-in capital 177,054 176,088 Accumulated earnings 1,059,318 1,044,402 Accumulated other comprehensive (loss) (3,810 ) (3,666 ) Noncontrolling interests 150,455   160,504   Total equity 1,383,522   1,377,833   Total liabilities and equity $ 4,528,565   $ 4,677,154            

TRITON CONTAINER INTERNATIONAL LIMITED

Consolidated Statements of Operations

(Dollars and shares in thousands, except earnings per share)

(Unaudited)

 

Three Months Ended June 30,

Six Months Ended June 30,

2016     2015 2016     2015 Leasing revenues: Operating leases $ 156,367 $ 176,986 $ 317,362 $ 355,137 Finance leases 1,966   2,003   3,996   3,983   Total leasing revenues 158,333   178,989   321,358   359,120     (Loss) gain on sale of leasing equipment, net (1,930 ) 1,077 (3,767 ) 6,325   Operating expenses: Depreciation and amortization 81,132 71,040 160,276 140,120 Direct operating expenses 12,015 13,506 26,482 26,122 Administrative expenses 13,166 14,367 27,679 29,730 Transaction and other non-recurring costs 3,537 4,173 6,948 9,956 (Reversal of) provision for doubtful accounts (52 ) 84   (171 ) (2,132 ) Total operating expenses 109,798   103,170   221,214   203,796   Operating income 46,605 76,896 96,377 161,649 Other expenses: Interest and debt expense 33,491 35,929 67,189 70,466 Realized loss on derivative instruments 749 1,438 1,403 3,013 Write-off of deferred financing costs 141 — 141 — Loss (gain) on interest rate swaps, net 4,133 (2,059 ) 8,729 1,674 Other (income) expense, net (756 ) 261   (989 ) (265 ) Total other expenses 37,758   35,569   76,473   74,888   Income before income taxes 8,847 41,327 19,904 86,761 Income tax expense 1,192   1,346   2,184   2,944   Net income $ 7,655 $ 39,981 $ 17,720 $ 83,817 Less: income attributable to noncontrolling interest $ 1,481   $ 3,740   $ 2,804   $ 6,706   Net income attributable to shareholders $ 6,174   $ 36,241   $ 14,916   $ 77,111        

TRITON CONTAINER INTERNATIONAL LIMITED

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

  Six Months Ended June 30, 2016     2015 Cash flows from operating activities: Net income $ 17,720 $ 83,817 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 160,276 140,120 Amortization of deferred financing costs 2,672 2,851 Loss (gain) on sale of leasing equipment, net 3,767 (6,325 ) Loss on interest rate swaps, net 8,729 1,674 Write-off of deferred financing costs 141 — Stock compensation charge 2,288 8,102 Changes in operating assets and liabilities: Other changes in operating assets and liabilities (6,308 ) (1,325 )

Net cash provided by operating activities

189,285   228,914   Cash flows from investing activities: Purchases of leasing equipment and investments in finance leases (64,098 ) (302,853 ) Proceeds from sale of equipment, net of selling costs 60,820 89,824 Cash collections on finance lease receivables, net of income earned 7,911 6,578 Other (574 ) (1,562 ) Net cash provided by (used in) investing activities 4,059   (208,013 ) Cash flows from financing activities: Redemption of common shares (376 ) — Financing fees paid under debt facilities (5,068 ) (2,972 ) Borrowings under debt facilities 44,700 535,000 Payments under debt facilities and capital lease obligations (188,304 ) (535,061 ) Decrease in restricted cash 1,656 3,873 Distributions to noncontrolling interests (12,853 ) (26,772 ) Net cash (used in) provided by financing activities (160,245 ) (25,932 ) Net increase (decrease) in unrestricted cash and cash equivalents $ 33,099 $ (5,031 ) Unrestricted cash and cash equivalents, beginning of period 56,689   65,607   Unrestricted cash and cash equivalents, end of period $ 89,788   $ 60,576   Supplemental non-cash investing activities: Amounts incurred, but not yet paid, for container rental equipment purchased $ 1,232 $ 16,889          

TAL INTERNATIONAL GROUP, INC.

Consolidated Balance Sheets

(Dollars in thousands, except share data)

(Unaudited)

 

June 30, 2016

December 31, 2015

ASSETS: Leasing equipment, net of accumulated depreciation and allowances of $1,289,204 and $1,218,826 $ 3,813,218 $ 3,908,292 Net investment in finance leases, net of allowances of $671 and $805 159,693 177,737 Equipment held for sale 80,682   74,899   Revenue earning assets 4,053,593 4,160,928 Unrestricted cash and cash equivalents 54,331 58,907 Restricted cash 28,358 30,302 Accounts receivable, net of allowances of $1,209 and $1,314 91,358 95,709 Goodwill 74,523 74,523 Other assets 15,091 13,620 Fair value of derivative instruments —   87   Total assets $ 4,317,254   $ 4,434,076   LIABILITIES AND STOCKHOLDERS' EQUITY: Equipment purchases payable $ 8,304 $ 20,009 Fair value of derivative instruments 67,191 20,348 Accounts payable and other accrued expenses 53,480 56,096 Net deferred income tax liability 447,992 456,123 Debt, net of unamortized deferred financing costs of $23,720 and $25,245 3,146,494   3,216,488   Total liabilities 3,723,461 3,769,064 Stockholders' equity: Preferred stock, $0.001 par value, 500,000 shares authorized, none issued — — Common stock, $0.001 par value, 100,000,000 shares authorized, 37,307,134 and 37,167,134 shares issued respectively 37 37 Treasury stock, at cost, 3,911,843 shares (75,310 ) (75,310 ) Additional paid-in capital 513,162 511,297 Accumulated earnings 204,568 248,183 Accumulated other comprehensive (loss) (48,664 ) (19,195 ) Total stockholders' equity 593,793   665,012   Total liabilities and stockholders' equity $ 4,317,254   $ 4,434,076            

TAL INTERNATIONAL GROUP, INC.

Consolidated Statements of Operations

(Dollars and shares in thousands, except earnings per share)

(Unaudited)

  Three Months Ended June 30,

Six Months Ended June 30,

2016     2015 2016     2015 Leasing revenues: Operating leases $ 138,137 $ 146,569 $ 283,035 $ 291,137 Finance leases 2,926 3,887 6,033 7,911 Other revenues 210   382   1,428   765   Total leasing revenues 141,273   150,838   290,496   299,813     Equipment trading revenues 11,463 16,478 22,755 33,323 Equipment trading expenses (11,471 ) (14,957 ) (22,736 ) (30,388 ) Trading margin (8 ) 1,521   19   2,935     (Loss) on sale of leasing equipment, net (15,508 ) (660 ) (29,438 ) (2,109 )   Operating expenses: Depreciation and amortization 63,157 60,021 126,383 118,405 Direct operating expenses 19,576 10,011 37,535 18,833 Administrative expenses 10,855 10,467 21,568 22,249 Transaction and other non-recurring costs 2,295 900 4,534 1,100 Provision (reversal) for doubtful accounts 78   (165 ) (231 ) (188 ) Total operating expenses 95,961   81,234   189,789   160,399   Operating income 29,796 70,465 71,288 140,240 Other expenses: Interest and debt expense 28,874 29,602 58,025 58,845 Write-off of deferred financing costs 173 — 536 — Loss (gain) on interest rate swaps, net 135   (364 ) 948   352   Total other expenses 29,182   29,238   59,509   59,197   Income before income taxes 614 41,227 11,779 81,043 Income tax expense 2,584   14,557   7,327   28,616   Net (loss) income $ (1,970 ) $ 26,670   $ 4,452   $ 52,427        

TAL INTERNATIONAL GROUP, INC.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

  Six Months Ended June 30, 2016     2015 Cash flows from operating activities: Net income $ 4,452 $ 52,427 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 126,383 118,405 Amortization of deferred financing costs 3,351 3,941 Amortization of net loss on terminated derivative instruments designated as cash flow hedges 1,144 1,355 Amortization of lease intangibles 3,580 1,047 Loss on sale of leasing equipment, net 29,438 2,109 Loss on interest rate swaps, net 948 352 Write-off of deferred financing costs 536 — Deferred income taxes 7,327 28,616 Stock compensation charge 2,177 3,449 Changes in operating assets and liabilities: Net equipment sold (purchased) for resale activity (483 ) (4,809 ) Other changes in operating assets and liabilities (624 ) (3,759 ) Net cash provided by operating activities 178,229   203,133   Cash flows from investing activities: Purchases of leasing equipment and investments in finance leases (145,667 ) (428,963 ) Proceeds from sale of equipment, net of selling costs 61,301 66,026 Cash collections on finance lease receivables, net of income earned 21,325 21,289 Other (296 ) 74   Net cash (used in) investing activities (63,337 ) (341,574 ) Cash flows from financing activities: Purchases of treasury stock — (4,446 ) Stock options exercised and stock related activity — 38 Financing fees paid under debt facilities (2,362 ) (717 ) Borrowings under debt facilities 190,001 365,000 Payments under debt facilities and capital lease obligations (261,555 ) (182,251 ) Decrease in restricted cash 1,944 1,159 Common stock dividends paid (47,496 ) (47,313 ) Net cash (used in) provided by financing activities (119,468 ) 131,470   Net (decrease) in unrestricted cash and cash equivalents $ (4,576 ) $ (6,971 ) Unrestricted cash and cash equivalents, beginning of period 58,907   79,132   Unrestricted cash and cash equivalents, end of period $ 54,331   $ 72,161   Supplemental non-cash investing activities: Amounts incurred, but not yet paid, for container rental equipment purchased $ 8,304 $ 34,670  

Non-GAAP Financial Measures

We use the terms "EBITDA", “Adjusted EBITDA”, "Adjusted pre-tax income", and "Adjusted net income", throughout this press release.

EBITDA is defined as net income before interest and debt expense, income tax expense, depreciation and amortization, and the write-off of deferred financing costs. Adjusted EBITDA is defined as EBITDA excluding gains and losses on interest rate swaps, plus principal payments on finance leases, plus transaction and other non-recurring costs.

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, and transaction and other non-recurring costs. Adjusted net income is defined as net income further adjusted for the items discussed above, net of income tax.

EBITDA, Adjusted EBITDA, Adjusted pre-tax income, Adjusted net income, and Adjusted pre-tax return on tangible equity are not presentations made in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, 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, or net cash from operating activities.

We believe that EBITDA, Adjusted EBITDA, Adjusted pre-tax income, Adjusted net income, and Adjusted pre-tax return on tangible equity 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 and available liquidity to service debt and fund investments without regard to debt or capital structure, income tax rates and depreciation policy estimates, which can vary substantially from company to company;
  • 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 a reconciliation of net income, the most directly comparable U.S. GAAP measure, to EBITDA in the tables below for the three and six months ended June 30, 2016 and 2015. We have also provided reconciliations of income before income taxes and net income, 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 six months ended June 30, 2016 and 2015.

We have also provided reconciliations of operating cash flows to Adjusted EBITDA in the tables below for the current quarter.

 

TRITON CONTAINER INTERNATIONAL LIMITEDNon-GAAP Reconciliations of Adjusted Pre-tax Income and Adjusted Net Income (Dollars in Thousands)

    Three Months Ended June 30,     Six Months Ended June 30, 2016     2015 2016     2015 Income before income taxes $ 8,847   $ 41,327 $ 19,904   $ 86,761 Add: Write-off of deferred financing costs 141 — 141 — Net loss (gain) on interest rate swaps 4,133 (2,059 ) 8,729 1,674 Transaction and other non-recurring costs 3,537 4,173 6,948 9,956 Less: income attributable to noncontrolling interest 1,481   3,740   2,804     6,706 Adjusted pre-tax income $ 15,177   $ 39,701   $ 32,918     $ 91,685     Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income attributable to shareholders $ 6,174 $ 36,241 $ 14,916 $ 77,111 Add: Write-off of deferred financing costs, net of tax 137 — 137 — Net loss (gain) on interest rate swaps, net of tax 4,009 (1,997 ) 8,467 1,624 Transaction and other non-recurring costs, net of tax 3,431 4,048 6,740 9,657 Foreign income and withholding tax adjustments 753   168   1,213     447 Adjusted net income $ 14,504   $ 38,460   $ 31,473     $ 88,839     TRITON CONTAINER INTERNATIONAL LIMITEDNon-GAAP Reconciliations of Operating Cash Flows to Adjusted EBITDA (Dollars in Thousands)     Six Months Ended June 30, 2016     2015 Net cash provided by operating activities $ 189,285 $ 228,914 Non-cash expenses (5,580 ) (14,715 ) (Loss) gain on sale of equipment, net (3,767 ) 6,325 Changes in operating assets & liabilities 6,308 1,325 Interest expense 67,189 70,466 Realized loss on derivative instruments 1,403 3,013 Principal payments on finance leases 7,911 6,578 Transaction and other non-recurring costs 6,948   9,956   Adjusted EBITDA $ 269,697   $ 311,862       TAL INTERNATIONAL GROUP, INC.Non-GAAP Reconciliations of Adjusted Pre-tax Income and Adjusted Net Income (Dollars in Thousands)     Three Months Ended June 30,     Six Months Ended June 30, 2016     2015     2016     2015 Income before income taxes $ 614     $ 41,227     $ 11,779     $ 81,043 Add: Write-off of deferred financing costs 173 — 536 —

Net loss (gain) on interest rate swaps

135 (364 ) 948 352 Transaction and other non-recurring costs 2,295   900   4,534   1,100 Adjusted pre-tax income $ 3,217       $ 41,763       $ 17,797       $ 82,495   Three Months Ended June 30,     Six Months Ended June 30, 2016     2015     2016     2015

Net (loss) income

$ (1,970 ) $ 26,670 $ 4,452 $ 52,427 Add: Write-off of deferred financing costs, net of tax 126 — 335 —

Net loss (gain) on interest rate swaps, net of tax

125 (235 ) 593 228 Transaction and other non-recurring costs, net of tax 1,548

 

581 2,836 711 Stock compensation tax adjustment — — 732 — Tax adjustment related to non-deductibility of certain transaction and other non-recurring costs 2,182       —       2,182       — Adjusted net income $ 2,011       $ 27,016       $ 11,130       $ 53,366     TAL INTERNATIONAL GROUP, INC.Non-GAAP Reconciliations of Operating Cash Flows to Adjusted EBITDA (Dollars in Thousands)     Six Months Ended June 30, 2016     2015 Net cash provided by operating activities $ 178,229     $ 203,133 Non-cash expenses (10,252 ) (9,792 ) (Loss) on sale of equipment, net (29,438 ) (2,109 ) Changes in operating assets & liabilities 1,107 8,568 Interest expense 58,025 58,845 Principal payments on finance leases 21,325 21,289 Transaction and other non-recurring costs 4,534       1,100   Adjusted EBITDA $ 223,530       $ 281,034    

Triton International LimitedInvestor RelationsJohn Burns, 914-697-2900Senior Vice President and Chief Financial Officer

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