Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37827 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1276572 | |
Entity Address, Address Line One | Victoria Place, 5th Floor | |
Entity Address, Address Line Two | 31 Victoria Street | |
Entity Address, City or Town | Hamilton | |
Entity Address, Postal Zip Code | HM 10 | |
Entity Address, Country | BM | |
City Area Code | 441 | |
Local Phone Number | 294-8033 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,158,891 | |
Entity Registrant Name | Triton International Limited | |
Entity Central Index Key | 0001660734 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | New York Stock Exchange | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.50% Series A Cumulative Redeemable Perpetual Preference Shares | |
Trading Symbol | TRTN PRA | |
Security Exchange Name | NYSE | |
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | New York Stock Exchange | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.00% Series B Cumulative Redeemable Perpetual Preference Shares | |
Trading Symbol | TRTN PRB | |
Security Exchange Name | NYSE | |
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | New York Stock Exchange | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series C Cumulative Redeemable Perpetual Preference Shares | |
Trading Symbol | TRTN PRC | |
Security Exchange Name | NYSE | |
6.875% Series D Cumulative Redeemable Perpetual Preference Shares | New York Stock Exchange | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.875% Series D Cumulative Redeemable Perpetual Preference Shares | |
Trading Symbol | TRTN PRD | |
Security Exchange Name | NYSE | |
5.75% Series E Cumulative Redeemable Perpetual Preference Shares | New York Stock Exchange | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 5.75% Series E Cumulative Redeemable Perpetual Preference Shares | |
Trading Symbol | TRTN PRE | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Leasing equipment, net of accumulated depreciation of $4,418,934 and $4,289,259 | $ 8,908,586 | $ 9,530,396 |
Net investment in finance leases | 1,533,559 | 1,639,831 |
Equipment held for sale | 189,614 | 138,506 |
Revenue earning assets | 10,631,759 | 11,308,733 |
Cash and cash equivalents | 55,000 | 83,227 |
Restricted cash | 95,747 | 103,082 |
Accounts receivable, net of allowances of $2,261 and $2,075 | 256,744 | 226,554 |
Goodwill | 236,665 | 236,665 |
Lease intangibles, net of accumulated amortization of $295,618 and $291,837 | 2,839 | 6,620 |
Other assets | 47,440 | 28,383 |
Fair value of derivative instruments | 144,004 | 115,994 |
Total assets | 11,470,198 | 12,109,258 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Equipment purchases payable | 9,121 | 11,817 |
Fair value of derivative instruments | 1,682 | 2,117 |
Deferred revenue | 278,933 | 333,260 |
Accounts payable and other accrued expenses | 121,064 | 71,253 |
Net deferred income tax liability | 409,052 | 411,628 |
Debt, net of unamortized costs of $47,680 and $55,863 | 7,764,997 | 8,074,820 |
Total liabilities | 8,584,849 | 8,904,895 |
Shareholders' equity: | ||
Undesignated shares, $0.01 par value, 800,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Treasury shares, at cost, 0 and 24,494,785 shares, respectively | 0 | (1,077,559) |
Additional paid-in capital | (308,114) | 909,911 |
Accumulated earnings | 2,329,301 | 2,531,928 |
Accumulated other comprehensive income (loss) | 133,150 | 109,269 |
Total shareholders' equity | 2,885,349 | 3,204,363 |
Total liabilities and shareholders' equity | 11,470,198 | 12,109,258 |
Preferred Shares | ||
Shareholders' equity: | ||
Preferred shares, $0.01 par value, at liquidation preference | 730,000 | 730,000 |
Designated Common Stock | ||
Shareholders' equity: | ||
Common shares, $0.01 par value, 270,000,000 shares authorized, 101,158,891 and 81,383,024 shares issued, respectively | $ 1,012 | $ 814 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Leasing equipment, accumulated depreciation and allowances | $ 4,418,934 | $ 4,289,259 |
Accounts receivable, allowances | 2,261 | 2,075 |
Finite-Lived Intangible Assets, Accumulated Amortization | 295,618 | 291,837 |
Deferred financing costs | $ 47,680 | $ 55,863 |
Class of Stock [Line Items] | ||
Treasury Stock, Shares (in shares) | 0 | 24,494,785 |
Preferred Shares | ||
Class of Stock [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Designated Common Stock | ||
Class of Stock [Line Items] | ||
Common Shares, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Shares, Shares Authorized (in shares) | 270,000,000 | 270,000,000 |
Common Shares, Shares Issued (in shares) | 101,158,891 | 81,383,024 |
Undesignated Common Stock | ||
Class of Stock [Line Items] | ||
Common Shares, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Shares, Shares Authorized (in shares) | 800,000 | 800,000 |
Common Shares, Shares Outstanding (in shares) | 0 | 0 |
Common Shares, Shares Issued (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leasing revenues: | ||||
Operating leases | $ 358,997 | $ 395,400 | $ 1,089,349 | $ 1,176,436 |
Finance leases | 25,904 | 29,283 | 79,814 | 86,943 |
Total leasing revenues | 384,901 | 424,683 | 1,169,163 | 1,263,379 |
Equipment trading revenues | 34,996 | 44,786 | 80,524 | 127,014 |
Equipment trading expenses | (30,488) | (41,106) | (73,033) | (112,791) |
Trading margin | 4,508 | 3,680 | 7,491 | 14,223 |
Net gain on sale of leasing equipment | 12,318 | 26,468 | 49,401 | 90,509 |
Operating expenses: | ||||
Depreciation and amortization | 141,438 | 158,538 | 436,753 | 480,176 |
Direct operating expenses | 27,143 | 10,525 | 75,221 | 24,143 |
Administrative expenses | 23,623 | 22,747 | 69,884 | 69,015 |
Transaction and other costs | 68,741 | 0 | 71,320 | 0 |
Provision (reversal) for doubtful accounts | (211) | (123) | (2,768) | (104) |
Total operating expenses | 260,734 | 191,687 | 650,410 | 573,230 |
Operating income (loss) | 140,993 | 263,144 | 575,645 | 794,881 |
Other expenses: | ||||
Interest and debt expense | 60,073 | 57,124 | 176,211 | 166,293 |
Unrealized (gain) loss on derivative instruments, net | (4) | 19 | (8) | (320) |
Debt termination expense | 0 | 190 | 0 | 1,853 |
Other (income) expense, net | (169) | (644) | (482) | (1,141) |
Total other expenses | 59,900 | 56,689 | 175,721 | 166,685 |
Income (loss) before income taxes | 81,093 | 206,455 | 399,924 | 628,196 |
Income tax expense (benefit) | 11,392 | 16,618 | 38,648 | 46,482 |
Net income (loss) | 69,701 | 189,837 | 361,276 | 581,714 |
Less: dividend on preferred shares | 13,028 | 13,028 | 39,084 | 39,084 |
Net income (loss) attributable to common shareholder | $ 56,673 | $ 176,809 | $ 322,192 | $ 542,630 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 69,701 | $ 189,837 | $ 361,276 | $ 581,714 |
Other comprehensive income (loss), net of tax: | ||||
Change in derivative instruments designated as cash flow hedges | 31,564 | 51,160 | 54,692 | 159,335 |
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges | (11,760) | (1,837) | (30,676) | 7,451 |
Foreign currency translation adjustment | (185) | (408) | (135) | (916) |
Other comprehensive income (loss), net of tax | 19,619 | 48,915 | 23,881 | 165,870 |
Comprehensive income | 89,320 | 238,752 | 385,157 | 747,584 |
Dividend on preferred shares | 13,028 | 13,028 | 39,084 | 39,084 |
Comprehensive income attributable to common shareholder | $ 76,292 | $ 225,724 | $ 346,073 | $ 708,500 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax (benefit) provision on change in derivative instruments designated as cash flow hedges | $ 753 | $ 2,706 | $ 1,954 | $ 9,980 |
Tax (benefit) provision on reclassification of (gain) loss on derivative instruments designated as cash flow hedges | $ (1,270) | $ (476) | $ (3,507) | $ (48) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Preferred Shares | Common Shares | Treasury Shares | Add'l Paid in Capital | Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance, shares at Dec. 31, 2021 | 29,200,000 | 81,295,366 | 15,429,499 | ||||
Beginning balance at Dec. 31, 2021 | $ 3,064,712 | $ 730,000 | $ 813 | $ (522,360) | $ 904,224 | $ 2,000,854 | $ (48,819) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation, shares | 164,932 | ||||||
Share-based compensation expense | 2,556 | $ 2 | 2,554 | ||||
Treasury shares acquired, shares | 1,257,374 | ||||||
Treasury shares acquired | (80,166) | $ (80,166) | |||||
Share repurchase to settle shareholder tax obligations, shares | (93,253) | ||||||
Share repurchase to settle shareholder tax obligations | (5,629) | $ (1) | (5,628) | ||||
Net income (loss) | 194,258 | 194,258 | |||||
Other comprehensive income (loss) | 80,158 | 80,158 | |||||
Dividends, Common Stock, Cash | (42,307) | (42,307) | |||||
Preferred shares dividend declared | (13,028) | (13,028) | |||||
Ending balance, shares at Mar. 31, 2022 | 29,200,000 | 81,367,045 | 16,686,873 | ||||
Ending balance at Mar. 31, 2022 | 3,200,554 | $ 730,000 | $ 814 | $ (602,526) | 901,150 | 2,139,777 | 31,339 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation, shares | 22,764 | ||||||
Share-based compensation expense | 3,691 | 3,691 | |||||
Treasury shares acquired, shares | 1,832,240 | ||||||
Treasury shares acquired | (110,049) | $ (110,049) | |||||
Net income (loss) | 197,619 | 197,619 | |||||
Other comprehensive income (loss) | 36,797 | 36,797 | |||||
Dividends, Common Stock, Cash | (41,284) | (41,284) | |||||
Preferred shares dividend declared | (13,028) | (13,028) | |||||
Ending balance, shares at Jun. 30, 2022 | 29,200,000 | 81,389,809 | 18,519,113 | ||||
Ending balance at Jun. 30, 2022 | 3,274,300 | $ 730,000 | $ 814 | $ (712,575) | 904,841 | 2,283,084 | 68,136 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation, shares | 0 | ||||||
Share-based compensation expense | 3,167 | $ 0 | 3,167 | ||||
Treasury shares acquired, shares | 3,200,340 | ||||||
Treasury shares acquired | (189,543) | $ (189,543) | |||||
Net income (loss) | 189,837 | 189,837 | |||||
Other comprehensive income (loss) | 48,915 | 48,915 | |||||
Dividends, Common Stock, Cash | (39,727) | (39,727) | |||||
Preferred shares dividend declared | (13,028) | (13,028) | |||||
Ending balance, shares at Sep. 30, 2022 | 29,200,000 | 81,389,809 | 21,719,453 | ||||
Ending balance at Sep. 30, 2022 | 3,273,921 | $ 730,000 | $ 814 | $ (902,118) | 908,008 | 2,420,166 | 117,051 |
Beginning balance, shares at Dec. 31, 2022 | 29,200,000 | 81,383,024 | 24,494,785 | ||||
Beginning balance at Dec. 31, 2022 | 3,204,363 | $ 730,000 | $ 814 | $ (1,077,559) | 909,911 | 2,531,928 | 109,269 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation, shares | 135,716 | ||||||
Share-based compensation expense | 2,213 | $ 1 | 2,212 | ||||
Treasury shares acquired, shares | 1,744,616 | ||||||
Treasury shares acquired | (116,960) | $ (116,960) | |||||
Share repurchase to settle shareholder tax obligations, shares | (77,326) | ||||||
Share repurchase to settle shareholder tax obligations | (5,480) | $ (1) | (5,479) | ||||
Net income (loss) | 149,813 | 149,813 | |||||
Other comprehensive income (loss) | (23,947) | (23,947) | |||||
Dividends, Common Stock, Cash | (39,214) | (39,214) | |||||
Preferred shares dividend declared | (13,028) | (13,028) | |||||
Ending balance, shares at Mar. 31, 2023 | 29,200,000 | 81,441,414 | 26,239,401 | ||||
Ending balance at Mar. 31, 2023 | 3,157,760 | $ 730,000 | $ 814 | $ (1,194,519) | 906,644 | 2,629,499 | 85,322 |
Beginning balance, shares at Dec. 31, 2022 | 29,200,000 | 81,383,024 | 24,494,785 | ||||
Beginning balance at Dec. 31, 2022 | 3,204,363 | $ 730,000 | $ 814 | $ (1,077,559) | 909,911 | 2,531,928 | 109,269 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Treasury shares acquired, shares | 1,884,616 | ||||||
Share repurchase to settle shareholder tax obligations, shares | 81,190 | ||||||
Ending balance, shares at Sep. 30, 2023 | 29,200,000 | 101,158,891 | 0 | ||||
Ending balance at Sep. 30, 2023 | 2,885,349 | $ 730,000 | $ 1,012 | $ 0 | (308,114) | 2,329,301 | 133,150 |
Beginning balance, shares at Mar. 31, 2023 | 29,200,000 | 81,441,414 | 26,239,401 | ||||
Beginning balance at Mar. 31, 2023 | 3,157,760 | $ 730,000 | $ 814 | $ (1,194,519) | 906,644 | 2,629,499 | 85,322 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expense | 2,567 | 2,567 | |||||
Treasury shares acquired, shares | 140,000 | ||||||
Treasury shares acquired | (8,701) | $ (8,701) | |||||
Net income (loss) | 141,762 | 141,762 | |||||
Other comprehensive income (loss) | 28,209 | 28,209 | |||||
Dividends, Common Stock, Cash | (38,677) | (38,677) | |||||
Preferred shares dividend declared | (13,028) | (13,028) | |||||
Ending balance, shares at Jun. 30, 2023 | 29,200,000 | 81,441,414 | 26,379,401 | ||||
Ending balance at Jun. 30, 2023 | 3,269,892 | $ 730,000 | $ 814 | $ (1,203,220) | 909,211 | 2,719,556 | 113,531 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation, shares | 3,011 | ||||||
Share-based compensation expense | 2,525 | $ 0 | 2,525 | ||||
Share repurchase to settle shareholder tax obligations, shares | (3,864) | ||||||
Share repurchase to settle shareholder tax obligations | (323) | (323) | |||||
Net income (loss) | 69,701 | 69,701 | |||||
Other comprehensive income (loss) | 19,619 | 19,619 | |||||
Reclassification of share-based awards to a liability | (16,109) | (16,109) | |||||
Return of capital to Parent | (407,632) | (407,632) | |||||
Dividends, Common Stock, Cash | (39,296) | (39,296) | |||||
Preferred shares dividend declared | (13,028) | (13,028) | |||||
Cancellation of Common Stock (in shares) | (81,440,561) | ||||||
Cancellation of Common Stock | 0 | $ (814) | 814 | ||||
Cancellation of Treasury Stock (in shares) | (26,379,401) | ||||||
Cancellation of Treasury Stock | 0 | $ 1,203,220 | (1,203,220) | ||||
Issuance of Common stock to Parent (in shares) | 101,158,891 | ||||||
Issuance of Common stock to Parent | 0 | $ 1,012 | (1,012) | ||||
Ending balance, shares at Sep. 30, 2023 | 29,200,000 | 101,158,891 | 0 | ||||
Ending balance at Sep. 30, 2023 | $ 2,885,349 | $ 730,000 | $ 1,012 | $ 0 | $ (308,114) | $ 2,329,301 | $ 133,150 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Common shares dividend (in usd per share) | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.65 | $ 0.65 | $ 0.65 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 361,276 | $ 581,714 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 436,753 | 480,176 |
Amortization of deferred debt cost and other debt related amortization | 6,008 | 9,181 |
Lease related amortization | 4,078 | 8,674 |
Share-based compensation expense | 7,305 | 9,414 |
Net (gain) loss on sale of leasing equipment | (49,401) | (90,509) |
Unrealized (gain) loss on derivative instruments | (8) | (320) |
Debt termination expense | 0 | 1,853 |
Deferred income taxes | (1,022) | 19,633 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (32,179) | (11,542) |
Deferred revenue | (54,327) | 274,981 |
Change in share-based awards liability | 18,765 | 0 |
Accounts payable and other accrued expenses | 9,875 | 812 |
Equipment sold (purchased) for resale activity | 15,101 | 7,297 |
Cash received (paid) for settlement of interest rate swaps | 0 | 19,026 |
Cash collections on finance lease receivables, net of income earned | 143,826 | 107,633 |
Other assets | (3,096) | 20,239 |
Net cash provided by (used in) operating activities | 862,954 | 1,438,262 |
Cash flows from investing activities: | ||
Purchases of leasing equipment and investments in finance leases | (151,361) | (889,811) |
Proceeds from sale of equipment, net of selling costs | 272,633 | 217,832 |
Other | (133) | (716) |
Net cash provided by (used in) investing activities | 121,139 | (672,695) |
Cash flows from financing activities: | ||
Purchases of treasury shares | (129,776) | (375,026) |
Debt issuance costs | (3,008) | (8,523) |
Borrowings under debt facilities | 1,570,000 | 1,802,600 |
Payments under debt facilities and finance lease obligations | (1,888,800) | (2,081,274) |
Dividends paid on preferred shares | (39,084) | (39,084) |
Dividends paid on common shares | (115,552) | (122,151) |
Return of capital to Parent | (407,632) | 0 |
Other | (5,803) | (5,629) |
Net cash provided by (used in) financing activities | (1,019,655) | (829,087) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (35,562) | (63,520) |
Cash, cash equivalents and restricted cash, beginning of period | 186,309 | 230,538 |
Cash, cash equivalents and restricted cash, end of period | 150,747 | 167,018 |
Supplemental disclosures: | ||
Interest paid | 167,980 | 148,568 |
Income taxes paid (refunded) | 39,285 | 27,579 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 9,102 | 210 |
Non-cash investing activities: | ||
Equipment purchases payable | $ 9,121 | $ 19,450 |
Description of the Business, Ba
Description of the Business, Basis of Presentation and Accounting Policy Updates | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business, Basis of Presentation and Accounting Policy Updates | Description of the Business, Basis of Presentation and Accounting Policy Updates Description of the Business Triton International Limited ("Triton" or the "Company"), through its subsidiaries, leases intermodal transportation equipment, primarily maritime containers, and provides maritime container management services through a worldwide network of service subsidiaries, third-party depots and other facilities. The majority of the Company's business is derived from leasing its containers to shipping line customers through a variety of long-term and short-term contractual lease arrangements. The Company also sells containers from its equipment leasing fleet as well as containers specifically acquired for resale from third parties. The Company's registered office is located in Bermuda. Basis of Presentation The unaudited consolidated financial statements and accompanying notes include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements. The interim Consolidated Balance Sheet as of September 30, 2023; the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Income, and the Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2023 and 2022; and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The unaudited interim financial statements have been prepared on a basis consistent with the Company's annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company's financial position, results of operations, comprehensive income, shareholders' equity, and cash flows for the periods presented. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company's Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on February 14, 2023. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain changes in presentation have been made to conform the prior period presentation to current period reporting. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the financial statements. Such estimates include, but are not limited to, the Company's estimates in connection with leasing equipment, including residual values and depreciable lives, values of assets held for sale and other long lived assets, provision for income tax, allowance for doubtful accounts, share-based compensation, goodwill and intangible assets. Actual results could differ from those estimates. Concentration of Credit Risk The Company's equipment leases and trade receivables subject it to potential credit risk. The Company extends credit to its customers based upon an evaluation of each customer's financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed on an ongoing basis. The Company's three largest customers accounted for 19%, 17%, and 11%, respectively, of the Company's lease billings for the nine months ended September 30, 2023. For information on the fair value of equipment held for sale, debt, and the fair value of derivative instruments, please refer to Note 3 - "Equipment Held for Sale", Note 8 - "Debt" and Note 9 |
Merger
Merger | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger | Merger Brookfield Infrastructure Transaction On September 28, 2023, the Company completed the transactions contemplated by the Agreement and Plan of Merger, dated as of April 11, 2023 (the “Merger Agreement”), by and among the Company, Brookfield Infrastructure Corporation (“BIPC”), Thanos Holdings Limited (“Parent”) and Thanos MergerSub Limited, a subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement and the Statutory Merger Agreement, dated as of September 28, 2023, by and among the Company, BIPC, Parent and Merger Sub, Merger Sub merged with and into Triton (the “Merger”), with Triton surviving the Merger as a subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each common share of the Company issued and outstanding immediately prior to the effective time (other than certain excluded common shares), was cancelled and automatically converted into the right to receive, at the election of each shareholder, (x) mixed consideration of $68.50 in cash and 0.3895 Class A exchangeable subordinate voting shares (“BIPC Shares”) of BIPC, (y) all-cash consideration in an amount equivalent in value to the mixed consideration, which was equal to approximately $83.16, or (z) all-BIPC Share consideration in an amount equivalent in value to the mixed consideration, which was equal to approximately 2.21 BIPC Shares (the “Merger Consideration”). The number of BIPC Shares issued in exchange for each common share was subject to a collar mechanism set forth in the Merger Agreement, which was based on the weighted average price of BIPC Shares on the New York Stock Exchange (the “NYSE”) over the 10 consecutive trading days ending on the second trading day prior to the effective time of the Merger (the “BIPC Final Share Price”). The BIPC Final Share Price was approximately $37.64. In connection with the closing of the Merger, Triton’s common shares were delisted from the NYSE on September 28, 2023. The last trading day for the common shares on the NYSE was September 27, 2023. On October 10, 2023, Triton filed a certification on Form 15 with the SEC requesting the deregistration of its common shares under the Exchange Act. As of October 24, 2023, there were 101,158,891 common shares outstanding, all of which were held by an affiliate of Brookfield Infrastructure; therefore, earnings per share data is not presented. Triton’s Series A-E cumulative redeemable perpetual preference shares remained outstanding as an obligation of the Company and continued to be listed on the NYSE following the closing of the Merger. Parent has accounted for the Merger under the acquisition method of accounting with the Company deemed to be the acquiree for accounting purposes. The Company and Parent have elected not to push down purchase accounting adjustments to reflect the assets and liabilities acquired at fair value, and therefore amounts reflected in the financial statements hereto have not been adjusted. The effective date of the Merger used for accounting purposes is September 30, 2023. Triton incurred transaction and other costs related to the Merger which are included in "Transaction and other costs" in the Company’s Consolidated Statements of Operations. Transaction and other costs for the three and nine months ended September 30, 2023, were comprised of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2023 Employee compensation costs $ 20,204 $ 20,204 Advisory fees 39,673 41,673 Legal and professional expenses 8,222 8,597 Other 642 846 Total $ 68,741 $ 71,320 There were no transaction related costs in the prior year. Employee compensation costs include $18.8 million in costs related to share-based compensation for unvested shares granted in 2021, 2022, and 2023 pursuant to the 2016 Equity Incentive Plan which was modified as a result of the Merger. See Note 5 - "Share-based Compensation" for more detailed information regarding the modification. Employee compensation costs also include $1.4 million related to employee incentive and retention compensation related to the Merger. As of September 30, 2023, employee compensation costs of $39.2 million has been accrued and included in Accounts payable and other accrued expenses and is expected to be paid within the next year. Advisory fees include costs paid for financial advisory services directly related to the closing of the Merger. Legal and professional expenses include costs related to legal and accounting fees incurred in connection with the Merger. |
Equipment Held for Sale
Equipment Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Equipment Held for Sale | Equipment Held for Sale The Company's equipment held for sale is recorded at the lower of fair value less cost to sell, or carrying value at the time identified for sale. Fair value is measured using Level 2 inputs and is based predominantly on recent sales prices. An impairment charge is recorded when the carrying value of the asset exceeds its fair value less cost to sell. The following table summarizes the Company's net impairment charges recorded in Net gain on sale of leasing equipment on the Consolidated Statements of Operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Impairment (loss) reversal on equipment held for sale $ (2,959) $ (239) $ (5,770) $ (398) Gain (loss) on sale of equipment, net of selling costs 15,277 26,707 55,171 90,907 Net gain on sale of leasing equipment $ 12,318 $ 26,468 $ 49,401 $ 90,509 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of lease intangibles for leases acquired with lease rates above market in a business combination. The following table summarizes the amortization of intangible assets as of September 30, 2023 (in thousands): Year ending December 31, Total Intangible Assets 2023 (Remaining 3 months) $ 876 2024 $ 1,963 Total $ 2,839 |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Share Based Compensation | Share-Based Compensation Prior to the completion of the Merger, the Company recognized share-based compensation expense for share-based payment transactions based on the grant date fair value. The expense was recognized over the employee's requisite service period, or vesting period of the equity award, approximately three years. The Company recognized share-based compensation expense in Administrative expenses of $2.5 million and $7.3 million for the three and nine months ended September 30, 2023, respectively, and $3.2 million and $9.4 million for the three and nine months ended September 30, 2022, respectively. During the nine months ended September 30, 2023, the Company issued 138,727 restricted shares, and cancelled 81,190 vested shares to settle payroll taxes on behalf of employees. In accordance with the Merger Agreement, upon closing of the Merger, Triton’s unvested restricted shares and restricted share units that were outstanding immediately prior to the closing of the Merger were converted into a contingent right to receive an amount in cash equal to the number of shares subject to such award, assuming attainment of the maximum level of performance for performance-based awards, multiplied by $83.16 per share. This amount will be paid upon the earlier of the original vesting date of the award and the twelve month anniversary of the Merger closing date subject to the participant's continued service with the Company. The modification of the unvested share-based awards changed the classification of the awards from equity to liability, as well as modified the original service period of the awards. As a result of the change in the classification of the awards , the Company reclassified $16.1 million from equity to Accounts payable and other accrued expenses. Further, the Company recorded incremental share-based compensation expense of $18.8 million to recognize the fair value of the awards based on the portion of the service period completed at the time of modification in Transaction and other costs in the Consolidated Statements of Operations. The total unrecognized compensation liability related to the share-based awards of $17.4 million is expected to be recognized to Transaction and other costs over the remaining vesting period through September 30, 2024. |
Other Equity Matters
Other Equity Matters | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Other Equity Matters | Other Equity Matters In connection with the Merger, the Company suspended its share repurchase program after the close of business on April 6, 2023. Prior to the suspension of the share repurchase program, the Company repurchased a total of 1,884,616 common shares, at an average price per-share of $66.66 for a total of $125.6 million. In connection with the Merger, all previously issued and outstanding common shares of Triton were cancelled and following the closing of the Merger, 100% of the Company’s issued and outstanding common shares are privately held by an affiliate of Brookfield Infrastructure. During the third quarter of 2023, the Company paid a $407.6 million capital distribution to Parent in connection with the closing of the Merger. Preference Shares The following table summarizes the Company's preference share issuances (each, a "Series"): Preference Share Series Issuance Liquidation Preference (in thousands) # of Shares (1) Series A 8.50% Cumulative Redeemable Perpetual Preference Shares ("Series A") March 2019 $ 86,250 3,450,000 Series B 8.00% Cumulative Redeemable Perpetual Preference Shares ("Series B") June 2019 143,750 5,750,000 Series C 7.375% Cumulative Redeemable Perpetual Preference Shares ("Series C") November 2019 175,000 7,000,000 Series D 6.875% Cumulative Redeemable Perpetual Preference Shares ("Series D") January 2020 150,000 6,000,000 Series E 5.75% Cumulative Redeemable Perpetual Preference Shares ("Series E") August 2021 175,000 7,000,000 $ 730,000 29,200,000 (1) Represents number of shares authorized, issued, and outstanding. Each Series of preference shares may be redeemed at the Company's option, at any time after approximately five years from original issuance, in whole or in part at a redemption price, plus an amount equal to all accumulated and unpaid dividends, whether or not declared. The Company may also redeem each Series of preference shares prior to the lapse of the five year period upon the occurrence of certain events as described in each instrument, such as transactions that either transfer ownership of substantially all assets to a single entity or establish a majority voting interest by a single entity, and cause a downgrade or withdrawal of rating by the rating agency within 60 days of the event. If the Company does not elect to redeem each Series upon the occurrence of the preceding events, holders of preference shares may have the right to convert their preference shares into common shares. Specifically for Series E only, the Company may redeem the Series E Preference Shares if an a pplicable rating agency changes the methodology or criteria that were employed in assigning equity credit to securities similar to the Series E Preference Shares when originally issued, which either (a) shortens the period of time during which equity credit pertaining to the Series E Preference Shares would have been in effect had the methodology not been changed or (b) reduces the amount of equity credit as compared with the amount of equity credit that the rating agency had assigned to the Series E Preference Shares when originally issued. Holders of preference shares generally have no voting rights. If the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive), holders will be entitled to elect two additional directors to the Board of Directors and the size of the Board of Directors will be increased to accommodate such election. Such right to elect two directors will continue until such time as there are no accumulated and unpaid dividends in arrears. Following the closing of the Merger, Triton's preference shares remained outstanding as an obligation of the Company, entitled to the same dividends and other preferences and privileges that they previously had, and continued to be listed on the NYSE. Dividends Dividends on shares of each Series are cumulative from the date of original issue and will be payable quarterly in arrears on the 15th day of March, June, September and December of each year, when, as and if declared by the Company's Board of Directors. Dividends will be payable equal to the stated rate per annum of the $25.00 liquidation preference per share. The Series rank senior to the Company's common shares with respect to dividend rights and rights upon the Company's liquidation, dissolution or winding up, whether voluntary or involuntary. The Company paid the following quarterly dividends during the three and nine months ended September 30, 2023 and 2022 on its issued and outstanding Series (in millions except for the per-share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Series Per Share Payment Aggregate Payment Per Share Payment Aggregate Payment Per Share Payment Aggregate Payment Per Share Payment Aggregate Payment A (1) $0.53 $1.8 $0.53 $1.8 $1.59 $5.4 $1.59 $5.4 B $0.50 $2.9 $0.50 $2.9 $1.50 $8.7 $1.50 $8.7 C (1) $0.46 $3.2 $0.46 $3.2 $1.38 $9.6 $1.38 $9.6 D (1) $0.43 $2.6 $0.43 $2.6 $1.29 $7.8 $1.29 $7.8 E (1) $0.36 $2.5 $0.36 $2.5 $1.08 $7.6 $1.08 $7.6 Total $13.0 $13.0 $39.1 $39.1 (1) Per share payments rounded to the nearest whole cent. As of September 30, 2023, the Company had cumulative unpaid preference dividends of $2.2 million. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessee The Company's leases are primarily for multiple office facilities which are contracted under various cancellable and non-cancellable operating leases, most of which provide extension or early termination options. The Company's lease agreements do not contain any residual value guarantees or material restrictive covenants. The Company entered into an amended lease agreement in September 2022 to relocate office space in Purchase, New York (Triton's principal U.S. corporate office). The new lease commenced on August 1, 2023, with a lease term of 12 years. As of September 30, 2023, the weighted average implicit rate was 5.60% and the weighted average remaining lease term was 9.76 years. The following table summarizes the impact of the Company's leases in its financial statements (in thousands): Balance Sheet Financial statement caption September 30, 2023 December 31, 2022 Right-of-use asset - operating Other assets $ 10,158 $ 3,145 Lease liability - operating Accounts payable and other accrued expenses $ 13,315 $ 3,465 Three Months Ended September 30, Nine Months Ended September 30, Income Statement Financial statement caption 2023 2022 2023 2022 Operating lease cost (1) Administrative expenses $ 652 $ 797 $ 2,127 $ 2,444 (1) Includes short-term leases that are immaterial. Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows was $2.4 million and $2.6 million for the nine months ended September 30, 2023 and 2022, respectively. Lessor Operating Leases As of September 30, 2023, the Company has deferred revenue balances related to operating leases with uneven payment terms. These amounts will be amortized into revenue as follows (in thousands): Year ending December 31, 2023 (Remaining 3 months) $ 19,245 2024 76,275 2025 65,160 2026 42,870 2027 16,924 2028 and thereafter 58,459 Total $ 278,933 Finance Leases The following table summarizes the components of the net investment in finance leases (in thousands): September 30, 2023 December 31, 2022 Future minimum lease payment receivable (1) $ 1,974,693 $ 2,161,192 Estimated residual receivable (2) 218,251 218,004 Gross finance lease receivables (3) 2,192,944 2,379,196 Unearned income (4) (659,385) (739,365) Net investment in finance leases (5) $ 1,533,559 $ 1,639,831 (1) There were no executory costs included in gross finance lease receivables as of September 30, 2023 and December 31, 2022. (2) The Company's finance leases generally include a purchase option at nominal amounts that is reasonably certain to be exercised, and therefore, the Company has immaterial residual value risk for assets. (3) The gross finance lease receivable is reduced as billed to customers and reclassified to accounts receivable until paid by customers. (4) There were no unamortized initial direct costs as of September 30, 2023 and December 31, 2022. (5) One major customer represented 93% and 90% as of the Company's finance lease portfolio as of September 30, 2023 and December 31, 2022, respectively. No other customer represented more than 10% of the Company's finance lease portfolio in each of those periods. The Company’s finance lease portfolio lessees are primarily large international shipping lines. In its estimate of expected credit losses, the Company evaluates the overall credit quality of its finance lease portfolio. The Company considers an account past due when a payment has not been received in accordance with the terms of the related lease agreement and maintains allowances, if necessary, for doubtful accounts. These allowances are based on, but not limited to, historical |
Leases | Leases Lessee The Company's leases are primarily for multiple office facilities which are contracted under various cancellable and non-cancellable operating leases, most of which provide extension or early termination options. The Company's lease agreements do not contain any residual value guarantees or material restrictive covenants. The Company entered into an amended lease agreement in September 2022 to relocate office space in Purchase, New York (Triton's principal U.S. corporate office). The new lease commenced on August 1, 2023, with a lease term of 12 years. As of September 30, 2023, the weighted average implicit rate was 5.60% and the weighted average remaining lease term was 9.76 years. The following table summarizes the impact of the Company's leases in its financial statements (in thousands): Balance Sheet Financial statement caption September 30, 2023 December 31, 2022 Right-of-use asset - operating Other assets $ 10,158 $ 3,145 Lease liability - operating Accounts payable and other accrued expenses $ 13,315 $ 3,465 Three Months Ended September 30, Nine Months Ended September 30, Income Statement Financial statement caption 2023 2022 2023 2022 Operating lease cost (1) Administrative expenses $ 652 $ 797 $ 2,127 $ 2,444 (1) Includes short-term leases that are immaterial. Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows was $2.4 million and $2.6 million for the nine months ended September 30, 2023 and 2022, respectively. Lessor Operating Leases As of September 30, 2023, the Company has deferred revenue balances related to operating leases with uneven payment terms. These amounts will be amortized into revenue as follows (in thousands): Year ending December 31, 2023 (Remaining 3 months) $ 19,245 2024 76,275 2025 65,160 2026 42,870 2027 16,924 2028 and thereafter 58,459 Total $ 278,933 Finance Leases The following table summarizes the components of the net investment in finance leases (in thousands): September 30, 2023 December 31, 2022 Future minimum lease payment receivable (1) $ 1,974,693 $ 2,161,192 Estimated residual receivable (2) 218,251 218,004 Gross finance lease receivables (3) 2,192,944 2,379,196 Unearned income (4) (659,385) (739,365) Net investment in finance leases (5) $ 1,533,559 $ 1,639,831 (1) There were no executory costs included in gross finance lease receivables as of September 30, 2023 and December 31, 2022. (2) The Company's finance leases generally include a purchase option at nominal amounts that is reasonably certain to be exercised, and therefore, the Company has immaterial residual value risk for assets. (3) The gross finance lease receivable is reduced as billed to customers and reclassified to accounts receivable until paid by customers. (4) There were no unamortized initial direct costs as of September 30, 2023 and December 31, 2022. (5) One major customer represented 93% and 90% as of the Company's finance lease portfolio as of September 30, 2023 and December 31, 2022, respectively. No other customer represented more than 10% of the Company's finance lease portfolio in each of those periods. The Company’s finance lease portfolio lessees are primarily large international shipping lines. In its estimate of expected credit losses, the Company evaluates the overall credit quality of its finance lease portfolio. The Company considers an account past due when a payment has not been received in accordance with the terms of the related lease agreement and maintains allowances, if necessary, for doubtful accounts. These allowances are based on, but not limited to, historical |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The table below summarizes the Company's key terms and carrying value of debt: September 30, 2023 December 31, 2022 Outstanding Borrowings (in thousands) Contractual Weighted Avg Interest Rate Maturity Range Outstanding Borrowings (in thousands) From To Secured Debt Financings Asset-backed securitization ("ABS") term instruments $ 2,657,543 2.04% February 2028 February 2031 $ 2,890,467 Asset-backed securitization warehouse 295,000 6.92% April 2029 April 2029 320,000 Total secured debt financings 2,952,543 3,210,467 Unsecured Debt Financings Senior notes 2,300,000 2.45% June 2024 March 2032 2,900,000 Term loan facility 1,504,124 6.67% May 2026 May 2026 1,080,000 Revolving credit facility 1,060,000 6.67% October 2027 October 2027 945,000 Total unsecured debt financings 4,864,124 4,925,000 Total debt financings 7,816,667 8,135,467 Unamortized debt costs (47,680) (55,863) Unamortized debt premiums & discounts (3,990) (4,784) Debt, net of unamortized costs $ 7,764,997 $ 8,074,820 Asset-Backed Securitization Term Instruments Under the Company's ABS facilities, indirect wholly-owned subsidiaries of the Company enter into debt agreements for ABS term instruments, including ABS notes. These subsidiaries are intended to be bankruptcy remote so that such assets are not available to creditors of the Company or its affiliates until and unless the related secured borrowings have been fully discharged. These transactions do not meet accounting requirements for sales treatment and are recorded as secured borrowings. The Company’s borrowings under the ABS facilities amortize in monthly installments, typically in level payments over five or more years. These facilities provide for an advance rate against the net book values of designated eligible equipment. The net book values for purposes of calculating eligible equipment is determined according to the related debt agreement and may be different than those calculated per GAAP. The Company is required to maintain restricted cash balances on deposit in designated bank accounts equal to nine months of interest expense. Asset-Backed Securitization Warehouse Under the Company’s ABS warehouse facility, an indirect wholly-owned subsidiary of the Company issues ABS notes. This subsidiary is intended to be bankruptcy remote so that such assets are not available to creditors of the Company or its affiliates until and unless the related secured borrowings have been fully discharged. These transactions do not meet accounting requirements for sales treatment and are recorded as secured borrowings. The Company's ABS warehouse facility has a borrowing capacity of $1,125.0 million that is available on a revolving basis to April 27, 2025, paying interest at term Secured Overnight Financing Rate ("SOFR") plus 1.60%. After the revolving period, borrowings will convert to term notes with a maturity date of April 27, 2029, paying interest at SOFR plus 2.60%. During the revolving period, the borrowing capacity under this facility is determined by applying an advance rate against the net book values of designated eligible equipment. The net book values for purposes of calculating eligible equipment are determined according to the related debt agreement and may be different than those calculated per GAAP. The Company is required to maintain restricted cash balances on deposit in designated bank accounts equal to three months of interest expense. Senior Notes The Company’s senior notes are unsecured and have initial maturities ranging from 3 - 10 years and interest payments due semi-annually. The senior notes are prepayable (in whole or in part) at the Company's option at any time prior to the maturity date, subject to certain provisions in the senior note agreements, including the payment of a make-whole premium in respect to such prepayment. On August 1, 2023, the Company’s $600.0 million, 0.80% senior notes matured. Payment at maturity was primarily funded by borrowings under Triton’s revolving credit facility. Additionally, three forward starting swaps with a total notional value of $300.0 million became effective on August 1, 2023, to offset a portion of the interest expense related to the borrowing under the revolving credit facility. Term Loan Facility The Company's term loan facility has a maturity date of May 27, 2026, which amortizes in quarterly installments and has a reference rate of term SOFR plus 1.35%. This facility is subject to covenants customary for unsecured financings of this type, including financial covenants that require us to maintain a minimum ratio of unencumbered assets to certain financial indebtedness. On September 1, 2023, the Company and its wholly-owned subsidiaries, Triton Container International Limited and TAL International Container Corporation (the "Borrowers"), amended Triton's term loan facility to increase the size of the accordion feature under the term loan agreement to allow the Borrowers to increase the aggregate commitment amount under the agreement by up to an additional $500.0 million. Concurrently with the closing of the amendment, the Borrowers exercised the accordion and increased their borrowing under the term loan facility by $500.0 million. There was no change to the maturity date or reference rate under the term loan facility as a result of the amendment and incremental borrowing. Revolving Credit Facility The revolving credit facility has a maturity date of October 26, 2027, and has a maximum borrowing capacity of $2,000.0 million. The reference rate is term SOFR plus 1.35%. This facility is subject to covenants customary for unsecured financings of this type, primarily financial covenants that require us to maintain a minimum ratio of unencumbered assets to certain financial indebtedness. The Company hedges the risks associated with fluctuations in interest rates on a portion of its floating-rate debt by entering into interest rate swap agreements that convert a portion of its floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The following table summarizes the Company's outstanding fixed-rate and floating-rate debt as of September 30, 2023: Balance Outstanding (in thousands) Contractual Weighted Avg Interest Rate Maturity Range Weighted Avg Remaining Term From To Excluding impact of derivative instruments: Fixed-rate debt $4,957,543 2.23% Jun 2024 Mar 2032 4.4 years Floating-rate debt $2,859,124 6.69% May 2026 Apr 2029 3.3 years Including impact of derivative instruments: Fixed-rate debt $4,957,543 2.23% Hedged floating-rate debt $1,609,000 3.87% Total fixed and hedged debt $6,566,543 2.63% Unhedged floating-rate debt $1,250,124 6.69% Total debt $7,816,667 3.27% The fair value of total debt outstanding was $7,003.8 million and $7,264.7 million as of September 30, 2023 and December 31, 2022, respectively, and was measured using Level 2 inputs. As of September 30, 2023, the maximum borrowing levels for the ABS warehouse and the revolving credit facility were $1,125.0 million and $2,000.0 million, respectively. Certain of these facilities are governed by either borrowing bases or an unencumbered asset test that limits borrowing capacity. Based on those limitations, the availability under these credit facilities at September 30, 2023 was approximately $1,045.8 million. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Interest Rate Swaps / Caps The Company enters into derivative agreements to manage interest rate risk exposure. Interest rate swap agreements are utilized to limit the Company's exposure to interest rate risk by converting a portion of its floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. Interest rate swaps involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the lives of the agreements without an exchange of the underlying principal amounts. These swaps are designated as cash flow hedges for accounting purposes and accordingly, changes in the fair value are recorded in accumulated other comprehensive income (loss) and reclassified to interest and debt expense when they are realized. The Company has entered into offsetting $500.0 million notional interest rate cap agreements with substantially similar economic terms related to certain debt facility requirements. These derivatives are not designated as hedging instruments, and because they offset, changes in fair value have an immaterial impact on the financial statements. The counterparties to these agreements are highly rated financial institutions. In the unlikely event that the counterparties fail to meet the terms of these agreements, the Company's exposure is limited to the interest rate differential on the notional amount at each monthly settlement period over the life of the agreements. The Company does not anticipate any non-performance by the counterparties. Certain assets of the Company's subsidiaries are pledged as collateral for various ABS facilities and the amounts payable under certain derivative agreements. Additionally, the Company may be required to post cash collateral on certain derivative agreements if the fair value of these contracts represents a liability. Any amounts of cash collateral posted are included in Other assets on the Consolidated Balance Sheets and are presented in operating activities on the Consolidated Statements of Cash Flows. As of September 30, 2023, the Company had cash collateral on derivative instruments of $2.6 million. Within the next twelve months, the Company expects to reclassify $50.1 million of net unrealized and realized gains related to derivative instruments designated as cash flow hedges from accumulated other comprehensive income (loss) into earnings. As of September 30, 2023, the Company had derivative agreements in place to fix interest rates on a portion of the borrowings under its debt facilities with floating interest rates as summarized below: Derivatives Notional Amount (in millions) Weighted Average Weighted Average Interest Rate Swap (1) $1,609.0 2.49% 2.9 years (1) Excludes certain interest rate swaps with an effective date in a future period ("forward starting swaps"). Including these instruments will increase total notional amount by $350.0 million and increase the weighted average remaining term to 4.0 years. In the first quarter of 2023, the Company entered into forward starting swaps with a notional value of $300.0 million that commenced on August 1, 2023 and have a termination date of March 31, 2025. These swaps were designated as cash flow hedges to fix the interest rates on a portion of the Company's floating rate debt. The following table summarizes the impact of derivative instruments on the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income on a pretax basis (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Financial statement caption 2023 2022 2023 2022 Non-Designated Derivative Instruments Unrealized (gains) losses Unrealized (gain) loss on derivative instruments, net $ (4) $ 19 $ (8) $ (320) Designated Derivative Instruments Realized (gains) losses Interest and debt (income) expense $ (13,030) $ (2,313) $ (34,183) $ 7,403 Unrealized (gains) losses Comprehensive (income) loss $ (32,317) $ (53,866) $ (56,646) $ (169,315) Fair Value of Derivative Instruments The Company presents the fair value of derivative financial instruments on a gross basis as a separate line item on the Consolidated Balance Sheet. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Segment Information The Company operates its business in one industry, intermodal transportation equipment, and has two operating segments which also represent its reporting segments: • Equipment leasing - the Company owns, leases and ultimately disposes of containers and chassis from its lease fleet. • Equipment trading - the Company purchases containers from shipping line customers, and other sellers of containers, and resells these containers to container retailers and users of containers for storage or one-way shipment. Included in the equipment trading segment revenues are leasing revenues from equipment purchased for resale that is currently on lease until the containers are dropped off. These operating segments were determined based on the chief operating decision maker's review and resource allocation of the products and services offered. The following tables summarizes the Company's segment information and the consolidated totals reported (in thousands): Three Months Ended September 30, 2023 2022 Equipment Equipment Totals Equipment Equipment Totals Total leasing revenues $ 383,342 $ 1,559 $ 384,901 $ 420,694 $ 3,989 $ 424,683 Trading margin — 4,508 4,508 — 3,680 3,680 Net gain on sale of leasing equipment 12,318 — 12,318 26,468 — 26,468 Depreciation and amortization expense 141,237 201 141,438 158,349 189 158,538 Interest and debt expense 59,823 250 60,073 56,688 436 57,124 Segment income (loss) before income taxes (1) 75,446 5,643 81,089 200,062 6,602 206,664 Purchases of leasing equipment and investments in finance leases (2) $ 31,847 $ — $ 31,847 $ 139,790 $ — $ 139,790 Nine Months Ended September 30, 2023 2022 Equipment Equipment Totals Equipment Equipment Totals Total leasing revenues $ 1,164,019 $ 5,144 $ 1,169,163 $ 1,252,046 $ 11,333 $ 1,263,379 Trading margin — 7,491 7,491 — 14,223 14,223 Net gain on sale of leasing equipment 49,401 — 49,401 90,509 — 90,509 Depreciation and amortization expense 436,174 579 436,753 479,617 559 480,176 Interest and debt expense 175,391 820 176,211 164,946 1,347 166,293 Segment income (loss) before income taxes (1) 388,653 11,263 399,916 607,751 21,978 629,729 Purchases of leasing equipment and investments in finance leases (2) $ 151,361 $ — $ 151,361 $ 889,811 $ — $ 889,811 (1) Segment income before income taxes excludes unrealized gains or losses on derivative instruments and debt termination expense. For the three and nine months ended September 30, 2023, the Company recorded an immaterial amount of unrealized gains on derivative instruments. For the three and nine months ended September 30, 2023 the Company did not record any debt termination expenses. For the three and nine months ended September 30, 2022, the Company recorded an unrealized gain on derivative instruments for an immaterial amount and $0.3 million, respectively. For the three and nine months ended September 30, 2022, the Company recorded $0.2 million and $1.9 million of debt termination expense, respectively. (2) Represents cash disbursements for purchases of leasing equipment and investments in finance lease as reflected in the Consolidated Statements of Cash Flows for the periods indicated, but excludes cash flows associated with the purchase of equipment held for resale. September 30, 2023 December 31, 2022 Equipment Leasing Equipment Trading Totals Equipment Leasing Equipment Trading Totals Equipment held for sale $ 160,832 $ 28,782 $ 189,614 $ 97,463 $ 41,043 $ 138,506 Goodwill 220,864 15,801 236,665 220,864 15,801 236,665 Total assets $ 11,391,585 $ 78,613 $ 11,470,198 $ 12,010,654 $ 98,604 $ 12,109,258 There are no intercompany revenues or expenses between segments. Certain administrative expenses have been allocated between segments based on an estimate of services provided to each segment. A portion of the Company's equipment purchased for resale in the equipment trading segment may be leased for a period of time and is reflected as leasing equipment as opposed to equipment held for sale and the cash flows associated with these transactions are reflected as purchases of leasing equipment and proceeds from the sale of equipment in investing activities in the Company's Consolidated Statements of Cash Flows. Geographic Segment Information The Company generates the majority of its leasing revenues from international containers which are deployed by its customers in a wide variety of global trade routes. The majority of the Company's leasing related revenue is denominated in U.S. dollars. The following table summarizes the geographic allocation of total leasing revenues based on customers' primary domicile (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Total leasing revenues: Asia $ 129,863 $ 152,012 $ 402,300 $ 453,892 Europe 207,541 220,228 621,751 660,115 Americas 32,769 36,720 100,723 107,479 Bermuda 1,058 834 3,143 2,164 Other International 13,670 14,889 41,246 39,729 Total $ 384,901 $ 424,683 $ 1,169,163 $ 1,263,379 Since the majority of the Company's containers are used internationally, where no one container is domiciled in one particular place for a prolonged period of time, all of the Company's long-lived assets are considered to be international. The following table summarizes the geographic allocation of equipment trading revenues based on the location of the sale (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Total equipment trading revenues: Asia $ 13,870 $ 25,659 $ 30,805 $ 68,937 Europe 6,135 6,646 14,841 22,157 Americas 5,109 10,864 19,384 31,715 Bermuda — — — — Other International 9,882 1,617 15,494 4,205 Total $ 34,996 $ 44,786 $ 80,524 $ 127,014 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Container Equipment Purchase Commitments As of September 30, 2023, the Company had commitments to purchase equipment in the amount of $12.1 million to be paid in 2023. Contingencies Legal Proceedings The Company is party to various pending or threatened legal or regulatory proceedings arising in the ordinary course of its business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Triton records liabilities related to legal matters when the exposure item becomes probable and can be reasonably estimated. Management does not expect these matters to have a material adverse effect on Triton’s financial condition, results of operations, or liquidity. However, these matters are subject to inherent uncertainties and it is possible that a liability arising from these matters could have a material adverse impact in the period in which the uncertainties are resolved, depending in part on the operating results for such period. In connection with the Merger, a putative Triton shareholder filed two petitions demanding an appraisal of its shares under Bermuda law in the Supreme Court of Bermuda. The actions, captioned Oasis Core Investments Fund Ltd. v. Triton International Limited, 2023: Nos. 263 and 265, purport to demand appraisal in respect of 1,184,300 common shares of the Company (approximately 2.15% of the outstanding Triton common shares prior to the closing of the Merger). If a Bermuda court were to find that the fair value of the Triton common shares exceeded the value of the Merger Consideration, under the terms of the Merger Agreement, the Company would have to pay the additional amount for each Triton common share for |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes the Company's effective tax rate: Three Months Ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Effective Income Tax Rate 14.0 % 8.0 % 9.7 % 7.4 % |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company holds a 50% interest in Tristar Container Services (Asia) Private Limited ("Tristar"), which is primarily engaged in the selling and leasing of container equipment in the domestic and short sea markets in India. The Company's equity investment in Tristar is included in other assets on the Consolidated Balance Sheets. The Company received payments on finance leases with Tristar of $0.5 million and $1.5 million for both the three and nine months ended September 30, 2023 and 2022, respectively. The Company has a direct finance lease receivable balance with Tristar of $6.2 million and $7.4 million as of September 30, 2023 and December 31, 2022, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On October 29, 2023, the Company's Board of Directors approved and declared a cash dividend on its issued and outstanding preference shares, payable on December 15, 2023 to holders of record at the close of business on December 8, 2023 as follows: Preference Share Series Dividend Rate Dividend Per Share Series A 8.500% $0.5312500 Series B 8.000% $0.5000000 Series C 7.375% $0.4609375 Series D 6.875% $0.4296875 Series E 5.750% $0.3593750 |
Description of the Business, _2
Description of the Business, Basis of Presentation and Accounting Policy Updates (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements and accompanying notes include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements. The interim Consolidated Balance Sheet as of September 30, 2023; the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Income, and the Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2023 and 2022; and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The unaudited interim financial statements have been prepared on a basis consistent with the Company's annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company's financial position, results of operations, comprehensive income, shareholders' equity, and cash flows for the periods presented. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company's Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on February 14, 2023. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain changes in presentation have been made to conform the prior period presentation to current period reporting. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the financial statements. Such estimates include, but are not limited to, the Company's estimates in connection with leasing equipment, including residual values and depreciable lives, values of assets held for sale and other long lived assets, provision for income tax, allowance for doubtful accounts, share-based compensation, goodwill and intangible assets. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk The Company's equipment leases and trade receivables subject it to potential credit risk. The Company extends credit to its customers based upon an evaluation of each customer's financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed on an ongoing basis. The Company's three largest customers accounted for 19%, 17%, and 11%, respectively, of the Company's lease billings for the nine months ended September 30, 2023. |
Fair Value Measurements | Fair Value Measurements For information on the fair value of equipment held for sale, debt, and the fair value of derivative instruments, please refer to Note 3 - "Equipment Held for Sale", Note 8 - "Debt" and Note 9 |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Transaction and other costs for the three and nine months ended September 30, 2023, were comprised of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2023 Employee compensation costs $ 20,204 $ 20,204 Advisory fees 39,673 41,673 Legal and professional expenses 8,222 8,597 Other 642 846 Total $ 68,741 $ 71,320 |
Equipment Held for Sale (Tables
Equipment Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale | The Company's equipment held for sale is recorded at the lower of fair value less cost to sell, or carrying value at the time identified for sale. Fair value is measured using Level 2 inputs and is based predominantly on recent sales prices. An impairment charge is recorded when the carrying value of the asset exceeds its fair value less cost to sell. The following table summarizes the Company's net impairment charges recorded in Net gain on sale of leasing equipment on the Consolidated Statements of Operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Impairment (loss) reversal on equipment held for sale $ (2,959) $ (239) $ (5,770) $ (398) Gain (loss) on sale of equipment, net of selling costs 15,277 26,707 55,171 90,907 Net gain on sale of leasing equipment $ 12,318 $ 26,468 $ 49,401 $ 90,509 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets consist of lease intangibles for leases acquired with lease rates above market in a business combination. The following table summarizes the amortization of intangible assets as of September 30, 2023 (in thousands): Year ending December 31, Total Intangible Assets 2023 (Remaining 3 months) $ 876 2024 $ 1,963 Total $ 2,839 |
Other Equity Matters (Table)
Other Equity Matters (Table) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following table summarizes the Company's preference share issuances (each, a "Series"): Preference Share Series Issuance Liquidation Preference (in thousands) # of Shares (1) Series A 8.50% Cumulative Redeemable Perpetual Preference Shares ("Series A") March 2019 $ 86,250 3,450,000 Series B 8.00% Cumulative Redeemable Perpetual Preference Shares ("Series B") June 2019 143,750 5,750,000 Series C 7.375% Cumulative Redeemable Perpetual Preference Shares ("Series C") November 2019 175,000 7,000,000 Series D 6.875% Cumulative Redeemable Perpetual Preference Shares ("Series D") January 2020 150,000 6,000,000 Series E 5.75% Cumulative Redeemable Perpetual Preference Shares ("Series E") August 2021 175,000 7,000,000 $ 730,000 29,200,000 (1) Represents number of shares authorized, issued, and outstanding. |
Dividends | The Company paid the following quarterly dividends during the three and nine months ended September 30, 2023 and 2022 on its issued and outstanding Series (in millions except for the per-share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Series Per Share Payment Aggregate Payment Per Share Payment Aggregate Payment Per Share Payment Aggregate Payment Per Share Payment Aggregate Payment A (1) $0.53 $1.8 $0.53 $1.8 $1.59 $5.4 $1.59 $5.4 B $0.50 $2.9 $0.50 $2.9 $1.50 $8.7 $1.50 $8.7 C (1) $0.46 $3.2 $0.46 $3.2 $1.38 $9.6 $1.38 $9.6 D (1) $0.43 $2.6 $0.43 $2.6 $1.29 $7.8 $1.29 $7.8 E (1) $0.36 $2.5 $0.36 $2.5 $1.08 $7.6 $1.08 $7.6 Total $13.0 $13.0 $39.1 $39.1 (1) Per share payments rounded to the nearest whole cent. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lessee, Balance Sheet and Income Statement Effect | The following table summarizes the impact of the Company's leases in its financial statements (in thousands): Balance Sheet Financial statement caption September 30, 2023 December 31, 2022 Right-of-use asset - operating Other assets $ 10,158 $ 3,145 Lease liability - operating Accounts payable and other accrued expenses $ 13,315 $ 3,465 Three Months Ended September 30, Nine Months Ended September 30, Income Statement Financial statement caption 2023 2022 2023 2022 Operating lease cost (1) Administrative expenses $ 652 $ 797 $ 2,127 $ 2,444 (1) Includes short-term leases that are immaterial. |
Schedule of deferred revenue | These amounts will be amortized into revenue as follows (in thousands): Year ending December 31, 2023 (Remaining 3 months) $ 19,245 2024 76,275 2025 65,160 2026 42,870 2027 16,924 2028 and thereafter 58,459 Total $ 278,933 |
Schedule of Components of Leveraged Lease Investments | The following table summarizes the components of the net investment in finance leases (in thousands): September 30, 2023 December 31, 2022 Future minimum lease payment receivable (1) $ 1,974,693 $ 2,161,192 Estimated residual receivable (2) 218,251 218,004 Gross finance lease receivables (3) 2,192,944 2,379,196 Unearned income (4) (659,385) (739,365) Net investment in finance leases (5) $ 1,533,559 $ 1,639,831 (1) There were no executory costs included in gross finance lease receivables as of September 30, 2023 and December 31, 2022. (2) The Company's finance leases generally include a purchase option at nominal amounts that is reasonably certain to be exercised, and therefore, the Company has immaterial residual value risk for assets. (3) The gross finance lease receivable is reduced as billed to customers and reclassified to accounts receivable until paid by customers. (4) There were no unamortized initial direct costs as of September 30, 2023 and December 31, 2022. (5) One major customer represented 93% and 90% as of the Company's finance lease portfolio as of September 30, 2023 and December 31, 2022, respectively. No other customer represented more than 10% of the Company's finance lease portfolio in each of those periods. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The table below summarizes the Company's key terms and carrying value of debt: September 30, 2023 December 31, 2022 Outstanding Borrowings (in thousands) Contractual Weighted Avg Interest Rate Maturity Range Outstanding Borrowings (in thousands) From To Secured Debt Financings Asset-backed securitization ("ABS") term instruments $ 2,657,543 2.04% February 2028 February 2031 $ 2,890,467 Asset-backed securitization warehouse 295,000 6.92% April 2029 April 2029 320,000 Total secured debt financings 2,952,543 3,210,467 Unsecured Debt Financings Senior notes 2,300,000 2.45% June 2024 March 2032 2,900,000 Term loan facility 1,504,124 6.67% May 2026 May 2026 1,080,000 Revolving credit facility 1,060,000 6.67% October 2027 October 2027 945,000 Total unsecured debt financings 4,864,124 4,925,000 Total debt financings 7,816,667 8,135,467 Unamortized debt costs (47,680) (55,863) Unamortized debt premiums & discounts (3,990) (4,784) Debt, net of unamortized costs $ 7,764,997 $ 8,074,820 Balance Outstanding (in thousands) Contractual Weighted Avg Interest Rate Maturity Range Weighted Avg Remaining Term From To Excluding impact of derivative instruments: Fixed-rate debt $4,957,543 2.23% Jun 2024 Mar 2032 4.4 years Floating-rate debt $2,859,124 6.69% May 2026 Apr 2029 3.3 years Including impact of derivative instruments: Fixed-rate debt $4,957,543 2.23% Hedged floating-rate debt $1,609,000 3.87% Total fixed and hedged debt $6,566,543 2.63% Unhedged floating-rate debt $1,250,124 6.69% Total debt $7,816,667 3.27% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate derivatives | As of September 30, 2023, the Company had derivative agreements in place to fix interest rates on a portion of the borrowings under its debt facilities with floating interest rates as summarized below: Derivatives Notional Amount (in millions) Weighted Average Weighted Average Interest Rate Swap (1) $1,609.0 2.49% 2.9 years (1) Excludes certain interest rate swaps with an effective date in a future period ("forward starting swaps"). Including these instruments will increase total notional amount by $350.0 million and increase the weighted average remaining term to 4.0 years. |
Schedule of derivatives instruments and their effect on consolidated statements of operations and consolidated statements of comprehensive income | The following table summarizes the impact of derivative instruments on the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income on a pretax basis (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Financial statement caption 2023 2022 2023 2022 Non-Designated Derivative Instruments Unrealized (gains) losses Unrealized (gain) loss on derivative instruments, net $ (4) $ 19 $ (8) $ (320) Designated Derivative Instruments Realized (gains) losses Interest and debt (income) expense $ (13,030) $ (2,313) $ (34,183) $ 7,403 Unrealized (gains) losses Comprehensive (income) loss $ (32,317) $ (53,866) $ (56,646) $ (169,315) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment information | The following tables summarizes the Company's segment information and the consolidated totals reported (in thousands): Three Months Ended September 30, 2023 2022 Equipment Equipment Totals Equipment Equipment Totals Total leasing revenues $ 383,342 $ 1,559 $ 384,901 $ 420,694 $ 3,989 $ 424,683 Trading margin — 4,508 4,508 — 3,680 3,680 Net gain on sale of leasing equipment 12,318 — 12,318 26,468 — 26,468 Depreciation and amortization expense 141,237 201 141,438 158,349 189 158,538 Interest and debt expense 59,823 250 60,073 56,688 436 57,124 Segment income (loss) before income taxes (1) 75,446 5,643 81,089 200,062 6,602 206,664 Purchases of leasing equipment and investments in finance leases (2) $ 31,847 $ — $ 31,847 $ 139,790 $ — $ 139,790 Nine Months Ended September 30, 2023 2022 Equipment Equipment Totals Equipment Equipment Totals Total leasing revenues $ 1,164,019 $ 5,144 $ 1,169,163 $ 1,252,046 $ 11,333 $ 1,263,379 Trading margin — 7,491 7,491 — 14,223 14,223 Net gain on sale of leasing equipment 49,401 — 49,401 90,509 — 90,509 Depreciation and amortization expense 436,174 579 436,753 479,617 559 480,176 Interest and debt expense 175,391 820 176,211 164,946 1,347 166,293 Segment income (loss) before income taxes (1) 388,653 11,263 399,916 607,751 21,978 629,729 Purchases of leasing equipment and investments in finance leases (2) $ 151,361 $ — $ 151,361 $ 889,811 $ — $ 889,811 (1) Segment income before income taxes excludes unrealized gains or losses on derivative instruments and debt termination expense. For the three and nine months ended September 30, 2023, the Company recorded an immaterial amount of unrealized gains on derivative instruments. For the three and nine months ended September 30, 2023 the Company did not record any debt termination expenses. For the three and nine months ended September 30, 2022, the Company recorded an unrealized gain on derivative instruments for an immaterial amount and $0.3 million, respectively. For the three and nine months ended September 30, 2022, the Company recorded $0.2 million and $1.9 million of debt termination expense, respectively. (2) Represents cash disbursements for purchases of leasing equipment and investments in finance lease as reflected in the Consolidated Statements of Cash Flows for the periods indicated, but excludes cash flows associated with the purchase of equipment held for resale. September 30, 2023 December 31, 2022 Equipment Leasing Equipment Trading Totals Equipment Leasing Equipment Trading Totals Equipment held for sale $ 160,832 $ 28,782 $ 189,614 $ 97,463 $ 41,043 $ 138,506 Goodwill 220,864 15,801 236,665 220,864 15,801 236,665 Total assets $ 11,391,585 $ 78,613 $ 11,470,198 $ 12,010,654 $ 98,604 $ 12,109,258 |
Schedule of revenues by geographic location | The following table summarizes the geographic allocation of total leasing revenues based on customers' primary domicile (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Total leasing revenues: Asia $ 129,863 $ 152,012 $ 402,300 $ 453,892 Europe 207,541 220,228 621,751 660,115 Americas 32,769 36,720 100,723 107,479 Bermuda 1,058 834 3,143 2,164 Other International 13,670 14,889 41,246 39,729 Total $ 384,901 $ 424,683 $ 1,169,163 $ 1,263,379 The following table summarizes the geographic allocation of equipment trading revenues based on the location of the sale (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Total equipment trading revenues: Asia $ 13,870 $ 25,659 $ 30,805 $ 68,937 Europe 6,135 6,646 14,841 22,157 Americas 5,109 10,864 19,384 31,715 Bermuda — — — — Other International 9,882 1,617 15,494 4,205 Total $ 34,996 $ 44,786 $ 80,524 $ 127,014 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Dividends | On October 29, 2023, the Company's Board of Directors approved and declared a cash dividend on its issued and outstanding preference shares, payable on December 15, 2023 to holders of record at the close of business on December 8, 2023 as follows: Preference Share Series Dividend Rate Dividend Per Share Series A 8.500% $0.5312500 Series B 8.000% $0.5000000 Series C 7.375% $0.4609375 Series D 6.875% $0.4296875 Series E 5.750% $0.3593750 |
Description of the Business, _3
Description of the Business, Basis of Presentation and Accounting Policy Updates - Concentration of Credit Risk (Details) - Operating and Capital Leases Billing - Credit Concentration Risk | 9 Months Ended |
Sep. 30, 2023 | |
Customer One | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 19% |
Customer Two | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 17% |
Customer Three | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 11% |
Merger - Additional Information
Merger - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 28, 2023 tradingDays $ / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |||
Share-based compensation expense | $ | $ 7,305 | $ 9,414 | |
Brookfield Infrastructure | |||
Business Acquisition [Line Items] | |||
Trading days | tradingDays | 10 | ||
Share price | $ 37.64 | ||
Common shares, shares outstanding (in shares) | shares | 101,158,891 | ||
Share-based compensation expense | $ | 18,800 | ||
Employee compensation costs | $ | 1,400 | ||
Accrued employee benefits | $ | $ 39,200 | ||
Brookfield Infrastructure | Mixed Consideration | |||
Business Acquisition [Line Items] | |||
Cash consideration per acquiree share (in usd per share) | $ 68.50 | ||
Brookfield Infrastructure | All-Cash Consideration | |||
Business Acquisition [Line Items] | |||
Equity interests issued and issuable per acquiree share (in usd per share) | 0.3895 | ||
Brookfield Infrastructure | All Share Consideration | |||
Business Acquisition [Line Items] | |||
Cash consideration per acquiree share (in usd per share) | 83.16 | ||
Equity interests issued and issuable per acquiree share (in usd per share) | $ 2.21 |
Merger - Schedule of Business A
Merger - Schedule of Business Acquisition, by Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Transaction and other costs | $ 68,741 | $ 0 | $ 71,320 | $ 0 |
Brookfield Infrastructure | ||||
Business Acquisition [Line Items] | ||||
Share-based compensation expense | 20,204 | 20,204 | ||
Advisory fees | 39,673 | 41,673 | ||
Legal and professional expenses | 8,222 | 8,597 | ||
Other | 642 | 846 | ||
Transaction and other costs | $ 68,741 | $ 71,320 |
Equipment Held for Sale - Fair
Equipment Held for Sale - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value | ||||
Net gain on sale of leasing equipment | $ 12,318 | $ 26,468 | $ 49,401 | $ 90,509 |
Equipment, net of selling costs | ||||
Fair Value | ||||
Net gain on sale of leasing equipment | 15,277 | 26,707 | 55,171 | 90,907 |
Equipment held for sale | ||||
Fair Value | ||||
Net gain on sale of leasing equipment | $ (2,959) | $ (239) | $ (5,770) | $ (398) |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 1,200 | $ 2,600 | $ 3,800 | $ 8,000 |
Above Market Lease Intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
2023 (Remaining 3 months) | 876,000 | 876,000 | ||
2024 | 1,963,000 | 1,963,000 | ||
Total | $ 2,839,000 | $ 2,839,000 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 28, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock based compensation plans | |||||||
Share-based Payment Arrangement, Noncash Expense | $ 2,500 | $ 3,200 | $ 7,300 | $ 9,400 | |||
Reclassification of share-based awards to a liability | (16,109) | ||||||
Share-based compensation expense | 7,305 | $ 9,414 | |||||
Brookfield Infrastructure | |||||||
Stock based compensation plans | |||||||
Reclassification of share-based awards to a liability | 16,100 | ||||||
Share-based compensation expense | 18,800 | ||||||
Share-based award unrecognized | $ 17,400 | $ 17,400 | |||||
Brookfield Infrastructure | All Share Consideration | |||||||
Stock based compensation plans | |||||||
Cash consideration per acquiree share (in usd per share) | $ 83.16 | ||||||
Common Shares | |||||||
Stock based compensation plans | |||||||
Share repurchase to settle shareholder tax obligations, shares | (3,864) | (77,326) | (93,253) | 81,190 | |||
Employees | Restricted Stock | |||||||
Stock based compensation plans | |||||||
Grants of restricted shares (in shares) | 138,727 |
Other Equity Matters (Details)
Other Equity Matters (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||
Treasury stock, value | $ 0 | $ 0 | $ 1,077,559 | ||||||
Preferred stock, redemption price per share (in dollars per share) | $ 25 | $ 25 | |||||||
Payment of capital distribution | $ 407,600 | ||||||||
Preferred Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate Payment | 13,000 | $ 13,000 | $ 39,100 | $ 39,100 | |||||
Cumulative unpaid preferred dividends | $ 2,200 | $ 2,200 | |||||||
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Per Share Payment (in dollars per share) | $ 0.53 | $ 0.53 | $ 1.59 | $ 1.59 | |||||
Aggregate Payment | $ 1,800 | $ 1,800 | $ 5,400 | $ 5,400 | |||||
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Per Share Payment (in dollars per share) | $ 0.50 | $ 0.50 | $ 1.50 | $ 1.50 | |||||
Aggregate Payment | $ 2,900 | $ 2,900 | $ 8,700 | $ 8,700 | |||||
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Per Share Payment (in dollars per share) | $ 0.46 | $ 0.46 | $ 1.38 | $ 1.38 | |||||
Aggregate Payment | $ 3,200 | $ 3,200 | $ 9,600 | $ 9,600 | |||||
6.875% Series D Cumulative Redeemable Perpetual Preference Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Per Share Payment (in dollars per share) | $ 0.43 | $ 0.43 | $ 1.29 | $ 1.29 | |||||
Aggregate Payment | $ 2,600 | $ 2,600 | $ 7,800 | $ 7,800 | |||||
5.75% Series E Cumulative Redeemable Perpetual Preference Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Per Share Payment (in dollars per share) | $ 0.36 | $ 0.36 | $ 1.08 | $ 1.08 | |||||
Aggregate Payment | $ 2,500 | $ 2,500 | $ 7,600 | $ 7,600 | |||||
Treasury Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Treasury shares acquired, shares | 140,000 | 1,744,616 | 3,200,340 | 1,832,240 | 1,257,374 | 1,884,616 | |||
Share price (in dollars per share) | $ 66.66 | $ 66.66 | |||||||
Treasury stock, value | $ 125,600 | $ 125,600 | |||||||
Percentage acquired | 100% | 100% |
Other Equity Matters - Preferre
Other Equity Matters - Preferred Share (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Nov. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2023 | Jan. 31, 2020 |
Class of Stock [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 730,000 | |||||
Preferred Stock, Liquidation Preference (in shares) | 29,200,000 | |||||
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 86,250 | |||||
Preferred Stock, Liquidation Preference (in shares) | 3,450,000 | |||||
Dividend Rate | 8.50% | |||||
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 143,750 | |||||
Preferred Stock, Liquidation Preference (in shares) | 5,750,000 | |||||
Dividend Rate | 8% | |||||
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 175,000 | |||||
Preferred Stock, Liquidation Preference (in shares) | 7,000,000 | |||||
Dividend Rate | 7.375% | |||||
6.875% Series D Cumulative Redeemable Perpetual Preference Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 150,000 | |||||
Preferred Stock, Liquidation Preference (in shares) | 6,000,000 | |||||
5.75% Series E Cumulative Redeemable Perpetual Preference Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 175,000 | |||||
Preferred Stock, Liquidation Preference (in shares) | 7,000,000 | |||||
Dividend Rate | 5.75% |
Other Equity Matters Dividends
Other Equity Matters Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | ||||
Dividends Payable [Line Items] | ||||
Per Share Payment (in dollars per share) | $ 0.53 | $ 0.53 | $ 1.59 | $ 1.59 |
Dividends | $ 1.8 | $ 1.8 | $ 5.4 | $ 5.4 |
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | ||||
Dividends Payable [Line Items] | ||||
Per Share Payment (in dollars per share) | $ 0.50 | $ 0.50 | $ 1.50 | $ 1.50 |
Dividends | $ 2.9 | $ 2.9 | $ 8.7 | $ 8.7 |
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | ||||
Dividends Payable [Line Items] | ||||
Per Share Payment (in dollars per share) | $ 0.46 | $ 0.46 | $ 1.38 | $ 1.38 |
Dividends | $ 3.2 | $ 3.2 | $ 9.6 | $ 9.6 |
6.875% Series D Cumulative Redeemable Perpetual Preference Shares | ||||
Dividends Payable [Line Items] | ||||
Per Share Payment (in dollars per share) | $ 0.43 | $ 0.43 | $ 1.29 | $ 1.29 |
Dividends | $ 2.6 | $ 2.6 | $ 7.8 | $ 7.8 |
5.75% Series E Cumulative Redeemable Perpetual Preference Shares | ||||
Dividends Payable [Line Items] | ||||
Per Share Payment (in dollars per share) | $ 0.36 | $ 0.36 | $ 1.08 | $ 1.08 |
Dividends | $ 2.5 | $ 2.5 | $ 7.6 | $ 7.6 |
Preferred Shares | ||||
Dividends Payable [Line Items] | ||||
Dividends | $ 13 | $ 13 | $ 39.1 | $ 39.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | |||
Operating lease, weighted average implicit rate, percent | 5.60% | 5.60% | |
Lessee, operating lease, remaining term of contract | 9 years 9 months 3 days | 9 years 9 months 3 days | |
Operating lease, payments | $ 2.4 | $ 2.6 | |
Credit loss, reversal of reserve | $ 0.4 | $ 2.9 |
Leases - Financial Statement Im
Leases - Financial Statement Impact (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Right-of-use asset - operating | $ 10,158 | $ 10,158 | $ 3,145 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | Other assets | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts payable and other accrued expenses | Accounts payable and other accrued expenses | Accounts payable and other accrued expenses | ||
Lease liability - operating | $ 13,315 | $ 13,315 | $ 3,465 | ||
Administrative expenses | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease cost | $ 652 | $ 797 | $ 2,127 | $ 2,444 |
Leases - Operating Leases Lesso
Leases - Operating Leases Lessor Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (Remaining 3 months) | $ 19,245 |
2024 | 76,275 |
2025 | 65,160 |
2026 | 42,870 |
2027 | 16,924 |
2028 and thereafter | 58,459 |
Total | $ 278,933 |
Leases - Net Investment in Fina
Leases - Net Investment in Finance Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Future minimum lease payment receivable | $ 1,974,693 | $ 2,161,192 |
Estimated residual receivable | 218,251 | 218,004 |
Gross finance lease receivables | 2,192,944 | 2,379,196 |
Lessor, Unearned Income | (659,385) | (739,365) |
Net investment in finance leases | $ 1,533,559 | $ 1,639,831 |
Customer Concentration Risk | Lease Finance Portfolio Benchmark | Customer One | ||
Lessee, Lease, Description [Line Items] | ||
Concentration Risk, Percentage | 93% | 90% |
Debt - Key Term and Carrying Va
Debt - Key Term and Carrying Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 7,816,667 | $ 8,135,467 |
Unamortized debt costs | (47,680) | (55,863) |
Unamortized debt premiums & discounts | (3,990) | (4,784) |
Debt, net of unamortized debt costs | 7,764,997 | 8,074,820 |
Secured Debt Financings | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 2,952,543 | 3,210,467 |
Asset-backed securitization ("ABS") term instruments | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 2,657,543 | 2,890,467 |
Debt instrument, interest rate, effective percentage | 2.04% | |
Asset-backed securitization warehouse | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 295,000 | 320,000 |
Debt instrument, interest rate, effective percentage | 6.92% | |
Unsecured Debt Financings | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 4,864,124 | 4,925,000 |
Senior notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 2,300,000 | 2,900,000 |
Debt instrument, interest rate, effective percentage | 2.45% | |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,504,124 | 1,080,000 |
Debt instrument, interest rate, effective percentage | 6.67% | |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,060,000 | $ 945,000 |
Debt instrument, interest rate, effective percentage | 6.67% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 01, 2023 | Aug. 01, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Derivative, notional amount | $ 300,000 | ||||
Debt and lease obligation | $ 7,816,667 | $ 8,135,467 | |||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Derivative, notional amount | $ 300,000 | ||||
Excluding impact of derivative instruments: | Fixed-rate debt | |||||
Debt Instrument [Line Items] | |||||
Weighted Avg Remaining Term | 4 years 4 months 24 days | ||||
Excluding impact of derivative instruments: | Floating-rate debt | |||||
Debt Instrument [Line Items] | |||||
Weighted Avg Remaining Term | 3 years 3 months 18 days | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,125,000 | ||||
Senior notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 600,000 | ||||
Debt instrument, interest rate, stated percentage | 0.80% | ||||
Debt and lease obligation | 2,300,000 | 2,900,000 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Accordion Feature, Increase Limit | $ 500,000 | ||||
Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 2,000,000 | ||||
Debt and lease obligation | 1,060,000 | 945,000 | |||
Line of Credit and Second Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, remaining borrowing capacity | 1,045,800 | ||||
Asset-Backed Securitization Warehouse Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,125,000 | ||||
Secured Overnight Financing Rate (SOFR) | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.60% | ||||
Secured Overnight Financing Rate (SOFR) | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.35% | ||||
Secured Overnight Financing Rate (SOFR) | Revolving credit facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.60% | ||||
Secured Overnight Financing Rate (SOFR) | Line of Credit and Second Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 135% | ||||
Minimum | Senior notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 3 years | ||||
Maximum | Senior notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 10 years | ||||
Level 2 | |||||
Debt Instrument [Line Items] | |||||
Debt and lease obligation | $ 7,003,800 | $ 7,264,700 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Excluding impact of derivative instruments: | Fixed-rate debt | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 4,957,543,000 |
Contractual Weighted Avg Interest Rate | 2.23% |
Weighted Avg Remaining Term | 4 years 4 months 24 days |
Excluding impact of derivative instruments: | Floating-rate debt | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 2,859,124,000 |
Contractual Weighted Avg Interest Rate | 6.69% |
Weighted Avg Remaining Term | 3 years 3 months 18 days |
Including impact of derivative instruments: | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 7,816,667,000 |
Contractual Weighted Avg Interest Rate | 3.27% |
Including impact of derivative instruments: | Fixed-rate debt | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 4,957,543,000 |
Contractual Weighted Avg Interest Rate | 2.23% |
Designated as Hedging Instrument | Including impact of derivative instruments: | Hedged floating-rate debt | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 1,609,000,000 |
Contractual Weighted Avg Interest Rate | 3.87% |
Designated as Hedging Instrument | Including impact of derivative instruments: | Total fixed and hedged debt | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 6,566,543,000 |
Contractual Weighted Avg Interest Rate | 2.63% |
Not Designated as Hedging Instrument | Including impact of derivative instruments: | Unhedged floating-rate debt | |
Debt Instrument [Line Items] | |
Balance Outstanding (in thousands) | $ 1,250,124,000 |
Contractual Weighted Avg Interest Rate | 6.69% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Aug. 01, 2023 | |
Derivative [Line Items] | ||
Derivative, notional amount | $ 300 | |
Cash flow hedge gain (loss) to be reclassified within twelve months | 50.1 | |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 300 | |
Not Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative [Line Items] | ||
Cash collateral for interest rate swap contracts | 2.6 | |
Not Designated as Hedging Instrument | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 500 |
Derivative Instruments - Intere
Derivative Instruments - Interest Rate Swap/Caps (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Interest Rate Swap | |
Fair Value of Derivative Instruments | |
Weighted Average Fixed Leg (Pay) Interest Rate | 2.49% |
Weighted Average Remaining Term | 2 years 10 months 24 days |
Designated as Hedging Instrument | Interest Rate Swap | |
Fair Value of Derivative Instruments | |
Notional Amount (in millions) | $ 1,609 |
Designated as Hedging Instrument | Forward Starting Swaps | |
Fair Value of Derivative Instruments | |
Weighted Average Remaining Term | 4 years |
Total Notional amount forward starting interest rate swap | $ 350 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value of Derivative Instruments | ||||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and debt expense | |||
Unrealized (gains) losses | $ (89,320) | $ (238,752) | $ (385,157) | $ (747,584) |
Interest Rate Swap | Designated as Hedging Instrument | ||||
Fair Value of Derivative Instruments | ||||
Realized (gains) losses | (13,030) | (2,313) | (34,183) | 7,403 |
Comprehensive (income) loss | Interest Rate Swap | Designated as Hedging Instrument | ||||
Fair Value of Derivative Instruments | ||||
Unrealized (gains) losses | (32,317) | (53,866) | (56,646) | (169,315) |
Other (income) expense, net | Interest Rate Swap | Not Designated as Hedging Instrument | ||||
Fair Value of Derivative Instruments | ||||
Unrealized (gains) losses | $ (4) | $ 19 | $ (8) | $ (320) |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment and Geographic Inform_4
Segment and Geographic Information - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Industry Segment Information | |||||
Total leasing revenues | $ 384,901 | $ 424,683 | $ 1,169,163 | $ 1,263,379 | |
Trading margin | 4,508 | 3,680 | 7,491 | 14,223 | |
Net gain on sale of leasing equipment | 12,318 | 26,468 | 49,401 | 90,509 | |
Depreciation and amortization expense | 141,438 | 158,538 | 436,753 | 480,176 | |
Interest and debt expense | 60,073 | 57,124 | 176,211 | 166,293 | |
Income before income taxes | 81,089 | 206,664 | (399,916) | 629,729 | |
Payments to acquire productive assets | 31,847 | 139,790 | 151,361 | 889,811 | |
Unrealized gain (loss) on investments | 4 | (19) | 8 | 320 | |
Equipment held for sale | 189,614 | 189,614 | $ 138,506 | ||
Goodwill at the end of the period | 236,665 | 236,665 | 236,665 | ||
Total assets at the end of the period | 11,470,198 | 11,470,198 | 12,109,258 | ||
Equipment Leasing | |||||
Industry Segment Information | |||||
Total leasing revenues | 383,342 | 420,694 | 1,164,019 | 1,252,046 | |
Trading margin | 0 | 0 | 0 | 0 | |
Net gain on sale of leasing equipment | 12,318 | 49,401 | 90,509 | ||
Depreciation and amortization expense | 141,237 | 158,349 | 436,174 | 479,617 | |
Interest and debt expense | 59,823 | 56,688 | 175,391 | 164,946 | |
Income before income taxes | 75,446 | 200,062 | 388,653 | 607,751 | |
Payments to acquire productive assets | 31,847 | 139,790 | 151,361 | 889,811 | |
Equipment held for sale | 160,832 | 160,832 | 97,463 | ||
Goodwill at the end of the period | 220,864 | 220,864 | 220,864 | ||
Total assets at the end of the period | 11,391,585 | 11,391,585 | 12,010,654 | ||
Equipment Trading | |||||
Industry Segment Information | |||||
Total leasing revenues | 1,559 | 3,989 | 5,144 | 11,333 | |
Trading margin | 4,508 | 3,680 | 7,491 | 14,223 | |
Net gain on sale of leasing equipment | 0 | 0 | 0 | 0 | |
Depreciation and amortization expense | 201 | 189 | 579 | 559 | |
Interest and debt expense | 250 | 436 | 820 | 1,347 | |
Income before income taxes | 5,643 | 6,602 | 11,263 | 21,978 | |
Payments to acquire productive assets | 0 | $ 0 | 0 | $ 0 | |
Equipment held for sale | 28,782 | 28,782 | 41,043 | ||
Goodwill at the end of the period | 15,801 | 15,801 | 15,801 | ||
Total assets at the end of the period | $ 78,613 | $ 78,613 | $ 98,604 |
Segment and Geographic Inform_5
Segment and Geographic Information - Geographic Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Geographic Segment Information | ||||
Total leasing revenues | $ 384,901 | $ 424,683 | $ 1,169,163 | $ 1,263,379 |
Equipment trading revenues | 34,996 | 44,786 | 80,524 | 127,014 |
Asia | ||||
Geographic Segment Information | ||||
Total leasing revenues | 129,863 | 152,012 | 402,300 | 453,892 |
Equipment trading revenues | 13,870 | 25,659 | 30,805 | 68,937 |
Europe | ||||
Geographic Segment Information | ||||
Total leasing revenues | 207,541 | 220,228 | 621,751 | 660,115 |
Equipment trading revenues | 6,135 | 6,646 | 14,841 | 22,157 |
Americas | ||||
Geographic Segment Information | ||||
Total leasing revenues | 32,769 | 36,720 | 100,723 | 107,479 |
Equipment trading revenues | 5,109 | 10,864 | 19,384 | 31,715 |
Bermuda | ||||
Geographic Segment Information | ||||
Total leasing revenues | 1,058 | 834 | 3,143 | 2,164 |
Equipment trading revenues | 0 | 0 | 0 | 0 |
Other international | ||||
Geographic Segment Information | ||||
Total leasing revenues | 13,670 | 14,889 | 41,246 | 39,729 |
Equipment trading revenues | $ 9,882 | $ 1,617 | $ 15,494 | $ 4,205 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2023 USD ($) petition shares |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment payable | $ | $ 12.1 |
Number of Petitions | petition | 2 |
Common shares appraised (in shares) | shares | 1,184,300 |
Percentage of common shares appraised | 2.15% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate | 14% | 8% | 9.70% | 7.40% |
Related Party Transactions (Det
Related Party Transactions (Details) - TriStar - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Percentage Of Ownership | 50% | 50% | |
Direct Financing Lease Receivable | |||
Related Party Transaction [Line Items] | |||
Proceeds from (Repayments of) Related Party Debt | $ 0.5 | $ 1.5 | |
Loans and Leases Receivable, Related Parties | $ 6.2 | $ 6.2 | $ 7.4 |
Subsequent Events - Dividends (
Subsequent Events - Dividends (Details) - $ / shares | Oct. 29, 2023 | Aug. 31, 2021 | Nov. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 8.50% | ||||
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 8.50% | ||||
Dividend Per Share (in dollars per share) | $ 0.5312500 | ||||
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 8% | ||||
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 8% | ||||
Dividend Per Share (in dollars per share) | $ 0.5000000 | ||||
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 7.375% | ||||
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 7.375% | ||||
Dividend Per Share (in dollars per share) | $ 0.4609375 | ||||
6.875% Series D Cumulative Redeemable Perpetual Preference Shares | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 6.875% | ||||
Dividend Per Share (in dollars per share) | $ 0.4296875 | ||||
5.75% Series E Cumulative Redeemable Perpetual Preference Shares | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 5.75% | ||||
5.75% Series E Cumulative Redeemable Perpetual Preference Shares | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 5.75% | ||||
Dividend Per Share (in dollars per share) | $ 0.3593750 |