Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 08, 2016 | |
Document Information [Abstract] | ||
Entity Registrant Name | Triton International Ltd | |
Entity Central Index Key | 1,660,734 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 73,912,686 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS: | ||
Prepaid assets | $ 8 | $ 0 |
Total current assets | 8 | 0 |
Total assets | 8 | 0 |
LIABILITIES AND SHAREHOLDER'S EQUITY: | ||
Accounts payable | 0 | 11 |
Total current liabilities | 0 | 11 |
Total liabilities | 0 | 11 |
Shareholder's equity: | ||
Common shares, $0.01 par value, 100 shares authorized, and 100 shares issued respectively | 0 | 0 |
Receivable from TCIL common shares | 0 | 0 |
Additional paid-in capital | 44 | 0 |
Accumulated (deficit) | (36) | (11) |
Total shareholder's equity | 8 | (11) |
Total liabilities and shareholder's equity | $ 8 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) Statement - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Parenthetical [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100 | 100 |
Common Stock, Shares, Issued | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Revenues [Abstract] | ||
Revenues | $ 0 | $ 0 |
Total revenues | 0 | 0 |
Operating Expenses [Abstract] | ||
Administrative expenses | 21 | 25 |
Operating expenses | 0 | 0 |
Total operating expenses | 21 | 25 |
Operating (loss) | (21) | (25) |
Nonoperating Income (Expense) [Abstract] | ||
Other expenses | 0 | 0 |
Total other expenses | 0 | 0 |
(Loss) before income taxes | (21) | (25) |
(Loss) tax expense | 0 | 0 |
Net (loss) | $ (21) | $ (25) |
Net (loss) per common share—Basic (in dollars per share) | $ (210) | $ (250) |
Net (loss) per common share—Diluted (in dollars per share) | (210) | (250) |
Cash dividends paid per common share (in dollars per share) | $ 0 | $ 0 |
Weighted average number of common shares outstanding—Basic (in shares) | 100 | 100 |
Dilutive share options and restricted shares (in shares) | 0 | 0 |
Weighted average number of common shares outstanding—Diluted (in shares) | 100 | 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net (loss) | $ (21) | $ (25) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Expenses paid by TCIL on behalf of Triton | 44 | |
Increase in prepaid assets | (8) | |
Decrease in accounts payable | (11) | |
Net cash provided by operating activities | 0 | |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Net cash provided by investing activities | 0 | |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Net cash provided by financing activities | 0 | |
Net increase in unrestricted cash and cash equivalents | 0 | |
Cash and cash equivalents, beginning of period | 0 | |
Cash and cash equivalents, end of period | $ 0 | 0 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Capital contribution from TCIL in the form of expenses paid on behalf of Triton | $ 44 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Organization and Basis of Presentation A. Organization Triton International Limited ("Triton" or the "Company") is a Bermuda exempted company and as of June 30, 2016, was a wholly owned subsidiary of Triton Container International Limited, a Bermuda exempted limited liability company ("TCIL"), which was formed for the purpose of effecting the business combination of TCIL and TAL International Group, Inc. a Delaware corporation ("TAL"), pursuant to the transaction agreement, dated as of November 9, 2015. As of June 30, 2016, Triton had not commenced operations, had no significant assets or liabilities and had not conducted any material activities, other than those incidental to its formation and those undertaken in connection with the transactions pursuant to the transaction agreement. On July 12, 2016, the transactions contemplated by the transaction agreement (the "mergers") were approved by the stockholders of TAL and became effective. Immediately following the completion of the mergers, former TCIL shareholders owned approximately 55% of the outstanding equity of the Company and former TAL stockholders owned approximately 45% of the outstanding equity of the Company. The Company, through its subsidiaries, leases intermodal transportation equipment, primarily maritime containers, and provide maritime container management services through a worldwide network of offices, third-party depots and other facilities. Triton operates in both international and U.S. markets. The majority of Triton's business is derived from leasing its containers to shipping line customers through a variety of long-term and short-term contractual lease arrangements. Triton also sells its own containers and containers purchased from third parties for resale. Since the mergers were completed after the end of the second quarter ended June 30, 2016, this Form 10-Q reflects the results of Triton on a stand-alone basis for periods prior to the mergers. B. Basis of Presentation The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Net loss is equal to comprehensive loss. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | ubsequent Events Mergers and Closing On July 12, 2016, Triton, TCIL, TAL, Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Triton (“Delaware Merger Sub”), and Ocean Bermuda Sub Limited, a Bermuda exempted limited liability company and direct wholly-owned subsidiary of Triton (“Bermuda Merger Sub”), completed the previously announced transactions contemplated by the transaction agreement, dated as of November 9, 2015, by and among Triton, TCIL, TAL, Delaware Merger Sub and Bermuda Merger Sub. Pro Forma Results The pro forma information reflects the “acquisition” method of accounting in accordance with the FASB issued Accounting Standards Topic No. 805, Business Combinations (“ASC No. 805”). TCIL has been treated as the acquirer in the mergers for accounting purposes. In making the determination of the accounting acquirer, TCIL considered all pertinent information and facts related to the combined entity as identified by ASC No. 805-10-55-12 to 15, which included relative voting rights, presence of a large minority interest, composition of the Board of Directors and senior management, terms of the exchange of equity interests, and relative size. In the aggregate, it was concluded that factors such as the TCIL's 55% voting rights in the combined entity, after considering certain voting limitations, the presence of a large minority voting interest concentrated within the former Company shareholders and the relative size of TCIL in relation to TAL, indicated that TCIL should be the accounting acquirer. As the accounting acquirer, the unaudited pro forma combined financial information reflects TCIL's accounting for the transaction by using TCIL's historical information and adding TAL’s assets and liabilities at their estimated fair values as of June 30, 2016, based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the impact of the transaction on the historical financial statements. These amounts are preliminary and may be subject to refinements as additional information becomes available. The consideration for the transaction was paid out in common shares of Triton. TAL stockholders received one common share of Triton in exchange for each share of TAL common stock. TCIL's shareholders received 0.7986554526 Triton common shares for each of TCIL's common share based on a formula that resulted in former TAL stockholders holding approximately 45% , and former TCIL shareholders holding approximately 55% , of Triton common shares issued and outstanding immediately after the consummation of the mergers. The fair value of the consideration, or the purchase price, in the unaudited pro forma financial information is approximately $510,280 . This amount was derived based on 33,395,291 outstanding shares of TAL common stock as of July 12, 2016 inclusive of 408,000 shares of restricted stock that was converted to common shares of Triton at closing, the exchange ratio and a price per share of TAL common stock of $15.28 , which represents the closing price of TAL's common stock on July 12, 2016. TCIL allocated the purchase price paid by TCIL to the fair value of the TAL assets acquired and liabilities assumed based on preliminary estimates. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of TAL as of June 30, 2016. In addition, the allocation of the purchase price to acquire tangible and intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third-party valuation advisers. The residual amount of the purchase price after the preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the final allocations are complete may differ materially from the pro forma amounts presented below: Net assets acquired: (in thousands) Unrestricted cash and cash equivalents $ 54,331 Restricted cash 28,358 Accounts receivable, net 91,358 Container rental equipment 3,083,796 Net investment in direct financing leases 162,144 Equipment held for sale 80,682 Goodwill 153,605 Other assets 12,979 Intangible assets 361,754 Accounts payable and other accrued expenses (47,992 ) Derivative instruments (67,191 ) Container rental equipment payable (8,304 ) Deferred income tax liability (308,974 ) Debt, net of deferred financing costs (3,086,266 ) Total consideration $ 510,280 The following table provides the unaudited pro forma results of operations, which gives effect to the transaction as if it had occurred on the first day of the earliest period presented (January 1, 2015). The pro forma results of operations reflects adjustments (i) to adjust amortization and depreciation expense resulting from the write-down of leasing equipment to fair value and the fair value of operating lease contracts over the current market rate as a result of purchase accounting and (ii) to eliminate non-recurring charges that were incurred in connection with the transactions including acquisition-related share-based compensation, transaction costs related to legal, accounting, and other advisory fees, and transaction costs related to retention and benefit costs. Six Months Ended Six Months Ended June 30, 2016 June 30, 2015 Total revenues $ 546,400 $ 593,159 Net income (loss) $ 6,993 $ 108,183 Quarterly Dividend On August 11, 2016, the Company's Board of Directors 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. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events | The actual amounts recorded when the final allocations are complete may differ materially from the pro forma amounts presented below: Net assets acquired: (in thousands) Unrestricted cash and cash equivalents $ 54,331 Restricted cash 28,358 Accounts receivable, net 91,358 Container rental equipment 3,083,796 Net investment in direct financing leases 162,144 Equipment held for sale 80,682 Goodwill 153,605 Other assets 12,979 Intangible assets 361,754 Accounts payable and other accrued expenses (47,992 ) Derivative instruments (67,191 ) Container rental equipment payable (8,304 ) Deferred income tax liability (308,974 ) Debt, net of deferred financing costs (3,086,266 ) Total consideration $ 510,280 The following table provides the unaudited pro forma results of operations, which gives effect to the transaction as if it had occurred on the first day of the earliest period presented (January 1, 2015). The pro forma results of operations reflects adjustments (i) to adjust amortization and depreciation expense resulting from the write-down of leasing equipment to fair value and the fair value of operating lease contracts over the current market rate as a result of purchase accounting and (ii) to eliminate non-recurring charges that were incurred in connection with the transactions including acquisition-related share-based compensation, transaction costs related to legal, accounting, and other advisory fees, and transaction costs related to retention and benefit costs. Six Months Ended Six Months Ended June 30, 2016 June 30, 2015 Total revenues $ 546,400 $ 593,159 Net income (loss) $ 6,993 $ 108,183 |
Organization and Basis of Pres9
Organization and Basis of Presentation (Details) - Triton International Limited [Member] | Nov. 09, 2015 |
Triton [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 55.00% |
TAL [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 45.00% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Jul. 12, 2016$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Aug. 11, 2016$ / shares | Aug. 08, 2016shares | Nov. 09, 2015 |
Subsequent Event [Line Items] | ||||||
Entity Common Stock, Shares Outstanding | shares | 73,912,686 | |||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | $ 546,400 | $ 593,159 | ||||
Net income (loss) | 6,993 | $ 108,183 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.45 | |||||
Triton International Limited [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Consideration Transferred | 510,280 | |||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Unrestricted cash and cash equivalents | 54,331 | |||||
Restricted cash | 28,358 | |||||
Accounts receivable, net | 91,358 | |||||
Container rental equipment | 3,083,796 | |||||
Net investment in direct financing leases | 162,144 | |||||
Equipment held for sale | 80,682 | |||||
Goodwill | 153,605 | |||||
Other assets | 12,979 | |||||
Intangible assets | 361,754 | |||||
Accounts payable and other accrued expenses | (47,992) | |||||
Derivative instruments | (67,191) | |||||
Container rental equipment payable | (8,304) | |||||
Deferred income tax liability | (308,974) | |||||
Debt, net of deferred financing costs | (3,086,266) | |||||
Total consideration | $ 510,280 | |||||
Triton International Limited [Member] | Triton [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 55.00% | |||||
Triton International Limited [Member] | Triton [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Acquisition, Common Stock Share Received Ratio | 0.7986554526 | |||||
Triton International Limited [Member] | TAL [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 45.00% | |||||
Triton International Limited [Member] | TAL [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Acquisition, Common Stock Share Received Ratio | 1 | |||||
Entity Common Stock, Shares Outstanding | shares | 33,395,291 | |||||
Conversion of Restricted Stock | shares | 408,000 | |||||
Business Acquisition, Share Price | $ / shares | $ 15.28 |