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INVESTOR PRESENTATION September 15, 2020 1 DISCLAIMER - - PowerPoint PPT Presentation
INVESTOR PRESENTATION September 15, 2020 1 DISCLAIMER - - PowerPoint PPT Presentation
INVESTOR PRESENTATION September 15, 2020 1 DISCLAIMER Forward-Looking Statements Certain statements in this presentation, other than statements of historical facts, including statements regarding our strategy, future operations, future
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DISCLAIMER
Forward-Looking Statements Certain statements in this presentation, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, future costs, prospects, plans and objectives of management are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include the words ”expect,” “estimate,” “anticipate,” “predict,” "believe," “think,” “plan,” “will,” “should,” “intend,” “seek,” “potential” and similar expressions and variations are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: the impact of COVID-19 on our business; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers' decisions to buy rather than lease containers; dependence on a limited number of customers for a substantial portion of our revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of Triton’s businesses; decreases in the demand for international trade; disruption to our operations resulting from political and economic policies of the United States and other countries, particularly China, including but not limited to the impact of trade wars and tariffs; disruption to our operations from failure of or attacks on our information technology systems; disruption to our operations as a result of natural disasters, compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and corruption; ability to obtain sufficient capital to support growth; restrictions imposed by the terms of our debt agreements; changes in the tax laws in Bermuda, the United States and other countries; and other risks and uncertainties, including those listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”) or other reports we file with the United States Securities and Exchange Commission. The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors in our Form 10-K. Any forward-looking statements made herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our businesses or
- perations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise. Certain financial measures presented in this presentation are identified as not being prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Please refer to the Appendix hereto for a reconciliation of such non-GAAP measures to their most comparable GAAP measures.
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OVERVIEW
Triton International (“Triton”) is the largest intermodal container leasing company in the world » Own over 6 million twenty-foot equivalent units (“TEU”) of containers; total assets over $9.6 billion » S&P rating of BB+ for corporate family, BBB- for secured debt, A for ABS notes Triton has significant competitive advantages and a long track record of strong financial performance » Scale, capability and cost leadership » Well-structured long-term lease portfolio » Average return on equity 18% over the last 10 years » Over $1.1 billion of cash flow before capex supports dividends, stock buybacks and asset growth Triton’s performance held up well in 2019 and 1H 2020 despite trade war and COVID-19 lockdowns We have seen a strong inflection in our performance in the third quarter » Major China ports reporting record throughput in July and August after being well down in Q1 and Q2 » We have booked a large portion of our available dry containers and our utilization has improved to 97.1% » Rebound in trade activity and high freight rates also producing better customer financial performance Recent debt issuances will provide an additional tailwind » Priced $2.3 billion of ABS over last month, with most proceeds to be used to call more expensive debt » Expect over $25 million in annual interest savings, starting when deals close in mid-September
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#1 POSITION IN KEY PRODUCT LINES AND STRONG LEASE PORTFOLIO
Lease Portfolio (NBV) Container Fleet % of Revenue Q2 2020 Triton Position (1) Drys 67% #1 Refrigerated 25% #1 Core Specials 5% #1 Chassis and Specialty Products 3% Top 5
5.1% 3.8% 71.3% 76.9% 13.8% 12.7% 9.8% 6.6% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Jun-19 Jun-20 Service Leases Long-Term Expired Lease (Units On-Hire) Long-Term Lease Finance Lease
(1) Source: Drewry Container Census & Lease Industry Annual Report 2018/19, IICL and ITCO.
Large Majority of Containers On Long-Term and Finance Leases with Average Remaining Duration of 47 Months as of 6/30/20
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CORPORATE SNAPSHOT
Long-Term Value Creation (1)
1 2 3 4 5 6 7 8
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Triton Container Fleet, CEU in MM
Leading Position in Consolidating Industry Multiple Drivers of Organic Growth Triton’s Steady Fleet Growth
Triton 28%
Florens 17% Textainer 16% Seaco 11% CAI 7% Beacon 7% SeaCube 5% Other 9%
Source: Drewry Container Census & Lease Industry Annual Report 2019/20, based on fleet size in TEU at end-2018; figures exclude containers owned by shipping lines and other.
CAGR: 8.0%
(1) Adjusted tangible book value defined as Shareholders Equity, less Goodwill plus Net Deferred Tax Liability plus
Net Swap Liability, before purchase accounting adjustments. For periods prior to Q3 2016, reflects TAL only.
GAAP BVPS: $28.33 Adj. TBV: $37.12
Global Trade Growth Product Line Extensions Market Share Gains Shift from Ownership To Leasing Sale- Leasebacks Triton Upside Opportunities Industry Drivers 10% $- $10 $20 $30 $40 $50 $60 $70
Q2 '06 Q2 '07 Q2 '08 Q2 '09 Q2 '10 Q2 '11 Q2 '12 Q2 '13 Q2 '14 Q2 '15 Q2 '16 Q2 '17 Q2 '18 Q2 '19 Q2 '20
$ Per Share
Book Value Per Share Adjusted Tangible Book Value Cumulative Dividends Per Share
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CURRENT MARKET OVERVIEW
The market and our performance inflected in the third quarter » Trade volumes rebounded strongly as lockdowns in the U.S. and Europe eased » Triton has used our extensive supply capability to secure sizable bookings » Pick-ups have accelerated in Q3 and utilization has rebounded quickly to 97.1% as of Sept. 14 » Have now ordered $725 million of containers for delivery in 2020; Q4 order volumes constrained by container manufacturing capacity » New container prices in range of $2,200 for delivery in Q1 Customer financial performance better than expected and payment performance strong » Shipping lines reduced vessel capacity in first half of 2020 in response to decreased trade volumes, and major shipping lines boosted profitability from first half of last year » Shipping line performance expected to be very strong in second half of 2020 due to rebound in trade volumes, high freight rates and low fuel costs » Shipping industry managing COVID-19 pandemic much better than previous down-cycles, perhaps reflecting improved industry structure Our solid performance through the trade wars and COVID-19 lockdowns and rapid upward inflection in Q3 highlight the resilience of our business model » High quality long-term lease portfolio limits off-hires and exposure to weak markets » Cost and capability advantages drive outperformance vs. peers, protecting ROE through down cycle » Short order cycle for containers allows global fleet to rebalance quickly
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70% 75% 80% 85% 90% 95% 100%
Ending Quarterly Utilization (CEU)
KEY OPERATING METRICS
Ending Quarterly Utilization (CEU) Dry Container Pick-up / Drop-off Activity (Units) (1) New Dry Container Production
Comments
(1) Excludes Sale-leaseback units.
0.0 0.2 0.4 0.6 0.8 1.0 1.2 TEU (in Millions) Leasing Shipping
Source: Drewry Annual Report and data from internal sources Excludes non-leasing and non-shipping
Estimated Quarterly Disposals 2016 (A): 1.47M TEU 2017 (A): 2.95M TEU 2018 (A): 3.54M TEU 2019 (A): 1.88M TEU
Leading into Q3, container supply generally well-
balanced and production levels low since summer 2019 due to weak demand
Recent deals have booked substantially all available
dry container inventory
Factories now full through January and taking
- rders for Feb / March delivery
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CONTAINER PORT THROUGHPUT
Top 10 Global Ports All China Ports
Source: Alphaliner Monthly Monitor.
(15.0%) (10.0%) (5.0%) 0.0% 5.0% 10.0% 15.0% 0.0 5.0 10.0 15.0 20.0 25.0 YoY Change Throughput (TEU Millions) Throughput YoY Change (20.0%) (15.0%) (10.0%) (5.0%) 0.0% 5.0% 10.0% 15.0% 0.0 5.0 10.0 15.0 20.0 25.0 YoY Change Throughput (TEU Millions) Throughput YoY Change
Source: Alphaliner Monthly Monitor
CNY Feb 5th CNY Feb 5th CNY Jan 25th CNY Jan 25th
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LEASING MARKET HAS INFLECTED IN Q3
Trend of Leasing Transactions – New Dry Containers Dry Depot Lease Inventory in Asia
- 50
100 150 200 250 TEU (000) Unbooked Asia Dry Inventory Booked Asia Dry Inventory 0.0 0.5 1.0 1.5 2.0 2.5 Rate (Indexed) Note: Bubble size represents new dry container leasing transactions in TEUs by quarter.
Q3 through September 9th Current indexed rate
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SHIPPING LINES MANAGING CURRENT MARKET EFFECTIVELY
Shipping Line Financial Performance Has Been Solid Due to Strong Spot Freight Rates and Low Fuel Prices
Source: Bloomberg. Freight rates are for a 40’ dry container. Bunker fuel is 380 cst prior to Jan. 1, 2020 and VLSFO thereafter. VLSFO is very-low sulfur fuel oil that complies with the new IMO 2020 regulations and trades at a premium to regular 380 cst bunker fuel. $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 Bunker Fuel ($/mt) China - US West Coast China - Northern Europe
Representative Customer Performance
Source: Company Data
Revenue Operating Profit Margin % ($MM) 2019 Q1'20 Q2'20 2019 Q1'20 Q2'20 2019 Q1'20 Q2'20 Maersk 38,890 9,571 8,997 1,725 552 751 4.4% 5.8% 8.3% CMA CGM 30,254 7,186 7,004 1,137 299 530 3.8% 4.2% 7.6% Hapag-Lloyd 14,115 3,684 3,321 908 176 387 6.4% 4.8% 11.7%
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2020 FINANCIAL PERFORMANCE AND OUTLOOK
Triton achieved solid results in the second quarter despite significant global trade disruptions from COVID-19 » Adjusted net income of $60.0 million, or $0.86 per diluted share (1) » Q2 annualized return on equity of 12.2% Triton continues to generate strong and stable cash flow and Triton’s balance sheet is in great shape » Annualized cash flow before capital spending well in excess of $1 billion » Leverage near an all-time low » Have significant liquidity and debt maturities well staggered 2020 capex below typical level, but we are creating shareholder value in other ways » Dividend yield over five percent » Repurchased 3.8 million shares in 2020 through Sept. 14 at an average price of $28.39 We expect our financial performance to inflect upwards in the second half » Expect Adjusted EPS to increase 20% or more from the second to the third quarter of 2020 » Expect Adjusted EPS to increase further from the third to the fourth quarter as Triton benefits from a full period of higher utilization and reduced interest expense
(1) Adjusted net income per share is a non-GAAP financial measure. See Appendix.
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CONSOLIDATED STATEMENTS OF ADJUSTED NET INCOME (*)
(*) Adjusted net income is a non-GAAP financial measure. See Appendix. (1) Excludes debt termination expense, and net unrealized loss or gains on derivative instruments. (2) Excludes foreign income tax adjustment and tax benefit from vesting of restricted shares.
(In thousands, except earnings per share)
Q2 '20 Q1 '20 % Change Q2 '19 % Change Total leasing revenues 321,397 $ 321,468 $ (0.0%) 338,566 $ (5.1%) Trading margin 2,020 1,933 4.5% 4,496 (55.1%) Net gain on sale of leasing equipment 4,537 4,077 11.3% 7,519 (39.7%) Depreciation and amortization 133,292 132,695 0.4% 135,348 (1.5%) Interest and debt expense 66,885 68,767 (2.7%) 81,591 (18.0%) Total ownership costs 200,177 201,462 (0.6%) 216,939 (7.7%) Direct operating expenses 29,619 23,248 27.4% 18,097 63.7% Administrative expenses 20,472 19,225 6.5% 19,988 2.4% Provision (reversal) for doubtful accounts 374 4,279 N/A 521 (28.2%) Other (income) expense, net 36 (3,646) (101.0%) (927) (103.9%) Adjusted pretax income (1) 77,276 82,910 (6.8%) 95,963 (19.5%) Income tax expense 6,761 5,970 13.2% 7,581 (10.8%) Adjusted net income before preferred dividends (1)(2) 70,515 $ 76,940 $ (8.4%) 88,382 $ (20.2%) Less: dividend on preferred shares 10,513 9,825 7.0% 2,025 N/A Adjusted net income (1)(2) 60,002 $ 67,115 $ (10.6%) 86,357 $ (30.5%) Adjusted net income per common share 0.86 $ 0.93 $ (7.5%) 1.15 $ (25.2%) Weighted average number of common shares outstanding - diluted 69,536 71,798 (3.2%) 75,215 (7.6%) Return on equity 12.2% 13.1% 16.2%
13 $0 $250 $500 $750 $1,000 $1,250 $1,500
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 LTM Jun-20
($MM) Cash Flow Before CapEx
SUBSTANTIAL CASH FLOW DRIVES VALUE AND FINANCIAL STABILITY
(4) All periods exclude purchase accounting adjustments. Net Debt defined as
Total Debt plus Equipment Purchases Payable less Cash and Restricted Cash.
Cash Flow Before CapEx (1)(2)(3)
(1) See Footnote 1 in the Appendix. (2) See Footnote 2 in the Appendix. (3) Reflects purchase accounting adjustments for 2017, 2018 and , 2019 and YTD 2020.
Net Debt as % of REA (Q4’07 – Q2’20) (4)
60% 70% 80% 90% 100% Q2 '08 Q2 '09 Q2 '10 Q2 '11 Q2 '12 Q2 '13 Q2 '14 Q2 '15 Q2 '16 Q2 '17 Q2 '18 Q2 '19 Q2 '20 Net Debt as % of REA Net Debt as % of REA
Financial Crisis Industrial & Commodity Recession Trade War/ COVID-19/ Pref Shares
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STRONG FINANCIAL POSITION
$0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 Rem 2020 2021 2022 2023 2024 ($MM) Principal Debt Obligations CF before Capex LTM 6/30/20
Liquidity as of 6/30/20 Pro-Forma Cash Flow Coverage*
($ in mm)
LTM operating cash flow plus proceeds from the sale of leasing equipment 1,190 $ Cash on hand 351 $ Maximum remaining borrowing capacity under revolvers 1,172 $ Sources of liquidity 2,713 $ Next twelve months: Principal repayment obligations (823) $ Equipment purchase payable and commitments (93) $ Major cash obligations (915) $ Excess sources 1,798 $ Coverage of major cash obligations 297%
Leverage near an all-time low Over $2.7 billion of available liquidity Well structured debt profile with no significant maturity cliffs Cash flows in excess of principal payments through 2022 Recent ABS issuances expected to produce over $25 million of annualized interest expense savings
Recent ABS Financings
Closing Date Amount ($MM) All-in Yield August 26, 2020 313 2.19% September 21, 2020 1,366 2.20% September 21, 2020 634 2.14% 2,313 2.18% ABS Refinanced Amount ($MM) Wt Avg Coupon Triton Container Finance VI 1,159 3.88% TAL Advantage V /VI 611 3.73% 1,770 3.83%
New Offerings ABS To Be Called
*Principal debt obligations is pro-forma for the recent ABS financings
which are scheduled to close on Sept. 21.
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TRITON’S SCALE PROVIDES COST AND CAPABILITY ADVANTAGES
(1) During the 3 years ended July 31, 2020. (2) Based on FY 2019 financials of a limited number of competitors with publicly-
reported financial results. CAI for container leasing segment only.
Triton leased containers from 246 locations in 60 different countries and sold containers from 367 locations in 88 different countries (1)
Tex CAI
2% 4% 6% 8% 10% 12%
S&A as a Percent
- f Leasing Revenue (2)
Leasing + Sales Leasing Sales
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CUSTOMER CONSOLIDATION FAVORS LARGEST SUPPLIERS
Market Dominated by Mega Carriers And Triton Is the Preferred Supplier
Triton estimates that it has a #1 position with: » 4 of the top 5 carriers » 7 of the top 10 carriers Top 10 customers have leased containers from the Company for over 30 years on average Relationships at multiple levels and regions with our customers
Source: Alphaliner Monthly Monitor, June 2020
M&A (Last 5 Years) 4.0 16.8% Hamburg Sud 3.7 15.4% 2.9 12.0% China Shipping, OOCL 2.7 11.2% APL 1.7 7.2% UASC 1.6 6.5% MOL, NYK, K Line 1.2 5.1% Top 7 Mega Carriers 17.7 74.2% Vessel TEU (Millions) Market Share
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WELL-POSITIONED TO CREATE LONG-TERM VALUE
Naturally resilient market with favorable supply / demand and pricing dynamics Scale, cost, supply capability, and global marketing and
- perating advantages drive outperformance
Favorable market dynamics and Triton outperformance sustain high investment ROEs Numerous market and Triton-specific growth levers support
- rganic growth at a multiple of global GDP growth
Over $1 billion of cash flow before capital spending provides many levers to drive shareholder value Long term contracts and short order cycle provides stability
Attractive Market Fundamentals Significant Competitive Advantages Compelling Growth Prospects High Investment Returns Stable Cash Flow
Leverage near all-time low Significant available liquidity
Strong Balance Sheet and Liquidity
Trade volumes and container pick-ups rebounding in second half Customer financial performance stronger than expected
Market Backdrop Much Improved
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Appendix
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ATTRACTIVE FUNDAMENTALS REINFORCED BY TRITON ADVANTAGES
Strong organic growth across the cycle » Natural exposure to high-growth emerging economies » Trade growth > Global GDP growth most years Short production timeline limits risk of excess capacity Assets preserve value as they age » Limited risk of technological
- bsolescence
» Limited age discrimination » Deep resale market for older containers with strong value retention Favorable selling dynamics
Triton Advantages Attractive Market Fundamentals
Low leverage and high liquidity » Strong balance sheet with ability to take advantage of current market upswing Cost advantage from scale » S&A ratio below public peers Extensive and reliable supply capability » Favored supplier status with major lines » Ability to win more than fair share of
- pportunities and some pricing and
structuring flexibility Broad marketing and operations infrastructure » High lifetime utilization » High average sale age » Premium used container selling prices
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EQUITY CASH FLOW AFTER MAINTAINING FLEET SIZE (*)
(*) Assumes constant leverage. See Footnote 2 in the Appendix for definitions of Adjusted EBITDA and Cash flow before capex.
(In thousands, except per share amounts) LTM June 30, 2020 Adjusted EBITDA $1,166,396 Principal payments on finance leases 86,399 NBV of container disposals 193,114 Major cash in flows 1,445,909 Interest and debt expense 285,179 Annual preferred stock dividends 42,052 Cash flow before capex 1,118,678 Replacement capex (1) 811,674 Steady-state cash flow $307,004 Per share $4.45 Yield (2) 12.0% Common dividends $143,441 Per share $2.08 Yield (2) 5.6% Cash flow available as return of capital or for equity component of growth capex $163,563
(1) Represents depreciation, NBV of disposals and principal payments on finance leases (2) Based on closing stock price of $37.11 on 09/14/2020
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ADJUSTED TANGIBLE BOOK VALUE PER SHARE AS OF 6/30/20
(In thousands, except per share amounts)
Combined Purchase Accounting Consolidated
Total assets 9,851,995 $ (170,241) $ 9,681,754 $ Total liabilities 7,247,951 (75,147) 7,172,804 Preferred shareholders' equity 555,000
- 555,000
Common shareholders' equity 2,049,045 (95,095) 1,953,950 Total equity 2,604,045 (95,095) 2,508,950 Total liabilities and equity 9,851,995 $ (170,241) $ 9,681,754 $ Common shares outstanding 68,962 Book value per share $28.33 Reconciliation to adjusted tangible book value Common shareholders' equity 2,049,045 $ Less: Goodwill (26,615) Plus: Net deferred tax liability 373,583 Plus: Net swap liability 163,908 Adjusted tangible book value 2,559,921 $ Adjusted tangible book value per share $37.12
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LONG TERM LEASE EXPIRATIONS (*)
Dry
Percent of Fleet 5.7% 2.2% 2.5% 4.4% 6.0% 2.9%
Refrigerated
Percent of Fleet 2.5% 0.4% 2.2% 1.7% 2.3% 1.9%
(*) Excludes sale-age equipment
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RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
(1) Annualized Adjusted net income was calculated based on calendar days per quarter. (2) Average Shareholders' equity was calculated using the quarter’s beginning and ending Shareholder’s equity for the three-month ended periods. Average Shareholders’ equity for the full year was calculated using the ending Shareholder’s equity for each quarter and the previous year-end. Average shareholders’ equity excludes preferred shares. (In thousands, except earnings per share) Q1 '19 Q2 '19 Q3 '19 Q4 '19 2019 Total Q1 '20 Q2 '20 Net income attributable to common shareholders 91,914 $ 84,071 $ 85,895 $ 77,161 $ 339,041 $ 67,211 $ 60,075 $ Add (subtract): Debt termination expense & unrealized (gain) loss on derivative instruments, net 903 1,872 1,958 435 5,168 294 12 Foreign income tax adjustment
- 414
(931)
- (517)
- (85)
Tax benefit from vesting of restricted shares
- (1,972)
(65) (2,037) (390)
- Adjusted net income attributable to common shareholders
92,817 $ 86,357 $ 84,950 $ 77,531 $ 341,655 $ 67,115 $ 60,002 $ Adjusted net income per common share - Diluted 1.19 $ 1.15 $ 1.16 $ 1.07 $ 4.57 $ 0.93 $ 0.86 $ Q1 '19 Q2 '19 Q3 '19 Q4 '19 2019 Total Q1 '20 Q2 '20 Adjusted net income 92,817 $ 86,357 $ 84,950 $ 77,531 $ 341,655 $ 67,115 $ 60,002 $ Annualized adjusted net income (1) 376,425 346,377 337,030 307,596 341,655 269,198 240,667 Average common shareholders' equity (2) 2,184,361 $ 2,135,817 $ 2,092,294 $ 2,102,608 $ 2,136,109 $ 2,061,244 $ 1,974,600 $ Return on equity 17.2% 16.2% 16.1% 14.6% 16.0% 13.1% 12.2%
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RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
(In thousands) LTM June 30, 2020 Income before income taxes 345,900 Add: Unrealized loss on derivative instruments 1,140 Debt termination expense 2,016 Adjusted pre-tax income 349,056 Interest and debt expense 285,179 Depreciation and amortization 532,161 Adjusted EBITDA 1,166,396 Principal payments on finance leases 86,399 NBV of container disposals 193,114 Major cash in flows 1,445,909 Interest and debt expense 285,179 Preferred stock dividends (*) 42,052 Cash flow before capex 1,118,678 $ (*) Annual dividend payment on preferred equity Series A of $86.25M @ 8.5%, Series B of $143.75M @ 8.0%, Series C of $175M @ 7.375% and Series D
- f $150M @ 6.875%
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FOOTNOTES
- 1. The combined financial information from 2016 and prior periods does not reflect results on a GAAP basis. GAAP financial
statements reflect only the TCIL operations prior to the merger on July 12, 2016, and can be found in the Company’s 10-Q and 10-K filings.
- 2. Cash Flow Before CapEx is defined as Adjusted EBITDA plus principal payments on finance leases and NBV of container
disposals less interest and debt expense, realized (gain) loss on derivative instruments, and annualized preferred stock
- dividends. Adjusted EBITDA is defined as net income before income taxes, gain on sale of building, insurance proceeds,
transaction costs, income attributable to noncontrolling interest, net (gain)/loss on derivative instruments, debt termination expense, interest and debt expense, and depreciation and amortization.