Annual Reports

 
Quarterly Reports

  • 10-Q (Oct 20, 2017)
  • 10-Q (Aug 1, 2017)
  • 10-Q (May 4, 2017)
  • 10-Q (Nov 9, 2016)
  • 10-Q (Aug 9, 2016)
  • 10-Q (May 6, 2016)

 
8-K

 
Other

Cai International 10-Q 2013

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
a2643decac61461

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 10-Q

 

 ___________________________________________________________________________________________________________________________________________ 

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 For the quarterly period ended September 30, 2013

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 For the transition period from to

 

Commission file number: 001-33388

 

 ___________________________________________________________________________________________________________________________________________ 

CAI International, Inc.

(Exact name of registrant as specified in its charter)

 

 ___________________________________________________________________________________________________________________________________________ 

 

 

 

 

Delaware

 

94-3109229

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

Steuart Tower, 1 Market Plaza, Suite 900

 

 

San Francisco, California

 

94105

(Address of principal executive offices)

 

(Zip Code)

 

 

415-788-0100

(Registrant’s telephone number, including area code)

 

 None

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No   

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x    No   

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

   


 

 

 

 

 

 

 

Large accelerated filer

Accelerated filer

x

 

 

 

 

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

¨

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No   x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

 

Common

 

October 31, 2013

Common Stock, $.0001 par value per share

 

22,240,673 shares

 

 

 

 

   


 

 

 

 CAI INTERNATIONAL, INC.

INDEX

 

 

 

 

 

   

   

   

   

 

Page No.

Part I — Financial Information 

   

   

   

Item 1.

Financial Statements (Unaudited)

   

   

   

   

Consolidated Balance Sheets at September 30, 2013 and December 31, 2012

   

   

   

 

Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012

 

 

 

   

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012

   

   

   

   

Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012

   

   

   

   

Notes to Unaudited Consolidated Financial Statements

10 

   

   

   

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22 

   

   

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32 

   

   

   

Item 4.

Controls and Procedures

32 

   

   

Part II — Other Information 

33 

   

   

   

Item 1.

Legal Proceedings

33 

   

   

   

Item 1A.

Risk Factors

33 

   

   

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33 

   

   

   

Item 3.

Defaults Upon Senior Securities

33 

   

   

   

Item 4.

Mine Safety Disclosures

33 

   

   

   

Item 5.

Other Information

33 

   

   

   

Item 6.

Exhibits

33 

   

   

Signatures 

34 

 

 

 

 

   


 

 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business, operations, growth strategy and service development efforts. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words “may,” “might,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (SEC) on February 28, 2013 and our other reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Reference is also made to such risks and uncertainties detailed from time to time in our other filings with the SEC.

 

 

   


 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

 

 CAI INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

2013

 

2012

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

$

35,618 

 

$

17,671 

Accounts receivable (owned fleet), net of allowance for doubtful accounts

 

 

 

 

 

of $1,060 and $794 at September 30, 2013 and December 31, 2012, respectively

 

40,464 

 

 

32,627 

Accounts receivable (managed fleet)

 

10,611 

 

 

19,131 

Current portion of direct finance leases

 

12,349 

 

 

10,625 

Prepaid expenses

 

15,435 

 

 

11,952 

Deferred tax assets

 

2,189 

 

 

2,189 

Other current assets

 

246 

 

 

919 

Total current assets

 

116,912 

 

 

95,114 

Restricted cash

 

9,508 

 

 

4,376 

Rental equipment, net of accumulated depreciation of $193,826 and

 

 

 

 

 

$147,654 at September 30, 2013 and December 31, 2012, respectively

 

1,436,911 

 

 

1,210,234 

Net investment in direct finance leases

 

63,088 

 

 

74,929 

Furniture, fixtures and equipment, net of accumulated depreciation of

 

 

 

 

 

$1,578 and $1,254 at September 30, 2013 and December 31, 2012, respectively

 

1,535 

 

 

1,847 

Intangible assets, net of accumulated amortization of $8,162 and $7,447

 

 

 

 

 

at September 30, 2013 and December 31, 2012, respectively

 

769 

 

 

1,441 

Total assets (1)

$

1,628,723 

 

$

1,387,941 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

6,317 

 

$

5,985 

Accrued expenses and other current liabilities

 

8,631 

 

 

8,465 

Due to container investors

 

13,215 

 

 

18,589 

Unearned revenue

 

6,656 

 

 

7,893 

Current portion of debt

 

74,280 

 

 

61,044 

Current portion of capital lease obligations

 

1,944 

 

 

2,242 

Rental equipment payable

 

5,522 

 

 

2,561 

Total current liabilities

 

116,565 

 

 

106,779 

Debt

 

1,072,630 

 

 

888,990 

Deferred income tax liability

 

37,759 

 

 

40,051 

Capital lease obligations

 

3,723 

 

 

5,084 

Income taxes payable

 

192 

 

 

192 

Total liabilities (2)

 

1,230,869 

 

 

1,041,096 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

Common stock: par value $.0001 per share; authorized 84,000,000 shares; issued and outstanding

 

 

 

 

 

22,239,340 and 22,052,529 shares at September 30, 2013 and December 31, 2012, respectively

 

 

 

Additional paid-in capital

 

183,519 

 

 

181,063 

Accumulated other comprehensive loss

 

(2,699)

 

 

(2,917)

Retained earnings

 

217,032 

 

 

168,697 

Total stockholders' equity

 

397,854 

 

 

346,845 

Total liabilities and stockholders' equity

$

1,628,723 

 

$

1,387,941 

 

   


 

 

(1)  Total assets at September 30, 2013 and December 31, 2012, include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs: Cash, $13,941  and $3,695; Net investment in direct finance leases, $112 and $0; and Rental equipment net of accumulated depreciation, $76,979  and $62,286, respectively.

 

(2) Total liabilities at September 30, 2013 and December 31, 2012, include the following VIE liabilities for which the VIE creditors do not have recourse to CAI International, Inc.: Debt,  $95,461  and $75,200, respectively. 

 

See accompanying notes to unaudited consolidated financial statements. 

 

 

   


 

 

 

CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2013

 

2012

 

2013

 

2012

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

50,711 

 

$

40,473 

 

$

145,721 

 

$

108,061 

Management fee revenue

 

 

1,503 

 

 

2,492 

 

 

6,027 

 

 

9,699 

Gain on sale of equipment portfolios

 

 

 -

 

 

 -

 

 

 -

 

 

1,256 

Finance lease income

 

 

1,684 

 

 

1,974 

 

 

6,096 

 

 

5,055 

Total revenue

 

 

53,898 

 

 

44,939 

 

 

157,844 

 

 

124,071 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of rental equipment

 

 

17,389 

 

 

12,495 

 

 

49,007 

 

 

34,206 

Amortization of intangible assets

 

 

227 

 

 

224 

 

 

681 

 

 

676 

Gain on disposition of used rental equipment

 

 

(1,329)

 

 

(2,491)

 

 

(5,822)

 

 

(8,811)

Storage, handling and other expenses

 

 

4,979 

 

 

2,197 

 

 

13,611 

 

 

5,965 

Marketing, general and administrative expenses

 

 

6,055 

 

 

6,275 

 

 

18,274 

 

 

18,610 

Loss on foreign exchange

 

 

374 

 

 

193 

 

 

199 

 

 

125 

Total operating expenses

 

 

27,695 

 

 

18,893 

 

 

75,950 

 

 

50,771 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

26,203 

 

 

26,046 

 

 

81,894 

 

 

73,300 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

9,546 

 

 

7,179 

 

 

26,905 

 

 

19,435 

Write-off of deferred financing costs

 

 

 -

 

 

 -

 

 

1,108 

 

 

 -

Interest income

 

 

 -

 

 

(1)

 

 

(4)

 

 

(8)

Net interest expense

 

 

9,546 

 

 

7,178 

 

 

28,009 

 

 

19,427 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income before income taxes and non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

interest

 

 

16,657 

 

 

18,868 

 

 

53,885 

 

 

53,873 

Income tax expense

 

 

1,320 

 

 

2,102 

 

 

5,550 

 

 

7,003 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

15,337 

 

 

16,766 

 

 

48,335 

 

 

46,870 

Net income attributable to non-controlling interest

 

 

 -

 

 

(238)

 

 

 -

 

 

(816)

Net income attributable to CAI common stockholders

 

$

15,337 

 

$

16,528 

 

$

48,335 

 

$

46,054 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to CAI common

 

 

 

 

 

 

 

 

 

 

 

 

stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.69 

 

$

0.86 

 

$

2.18 

 

$

2.39 

Diluted

 

$

0.68 

 

$

0.84 

 

$

2.13 

 

$

2.33 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,186 

 

 

19,295 

 

 

22,139 

 

 

19,295 

Diluted

 

 

22,645 

 

 

19,764 

 

 

22,674 

 

 

19,730 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

   


 

 

 

 CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,337 

 

$

16,766 

 

$

48,335 

 

$

46,870 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,208 

 

 

642 

 

 

218 

 

 

108 

Comprehensive income

 

 

16,545 

 

 

17,408 

 

 

48,553 

 

 

46,978 

Comprehensive income attributable to non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

interest

 

 

 -

 

 

(238)

 

 

 -

 

 

(816)

Comprehensive income attributable to CAI common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

stockholders

 

$

16,545 

 

$

17,170 

 

$

48,553 

 

$

46,162 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

   


 

 

CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

2013

 

2012

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

48,335 

 

$

46,870 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

49,400 

 

 

34,570 

Amortization of debt issuance costs

 

 

3,090 

 

 

1,887 

Amortization of intangible assets

 

 

681 

 

 

676 

Stock-based compensation expense

 

 

1,111 

 

 

948 

(Gain) loss on foreign exchange

 

 

(20)

 

 

476 

Gain on sale of equipment portfolios

 

 

 -

 

 

(1,256)

Gain on disposition of used rental equipment

 

 

(5,822)

 

 

(8,811)

Deferred income taxes

 

 

42 

 

 

118 

Bad debt expense

 

 

120 

 

 

101 

Changes in other operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

788 

 

 

(10,253)

Prepaid expenses and other assets

 

 

(24)

 

 

(1,493)

Accounts payable, accrued expenses and other current liabilities

 

 

(1,284)

 

 

9,669 

Due to container investors

 

 

(5,374)

 

 

666 

Unearned revenue

 

 

(1,252)

 

 

1,850 

Net cash provided by operating activities

 

 

89,791 

 

 

76,018 

Cash flows from investing activities

 

 

 

 

 

 

Purchase of rental equipment

 

 

(287,959)

 

 

(357,505)

Net proceeds from sale of equipment portfolios

 

 

 -

 

 

10,320 

Net proceeds from disposition of used rental equipment

 

 

22,512 

 

 

35,777 

Purchase of furniture, fixtures and equipment

 

 

(59)

 

 

(247)

Receipt of principal payments from direct financing leases

 

 

9,142 

 

 

6,226 

Net cash used in investing activities

 

 

(256,364)

 

 

(305,429)

Cash flows from financing activities

 

 

 

 

 

 

Stock issuance costs

 

 

(155)

 

 

 -

Exercise of stock options

 

 

1,500 

 

 

 -

Proceeds from debt

 

 

536,170 

 

 

600,381 

Principal payments on debt

 

 

(340,154)

 

 

(348,285)

Repurchase of noncontrolling interest

 

 

 -

 

 

(19,467)

Debt issuance costs

 

 

(6,529)

 

 

(2,792)

(Increase) decrease in restricted cash

 

 

(5,132)

 

 

599 

Net cash provided by financing activities

 

 

185,700 

 

 

230,436 

Effect on cash of foreign currency translation

 

 

(1,180)

 

 

108 

Net increase in cash

 

 

17,947 

 

 

1,133 

Cash at beginning of the period

 

 

17,671 

 

 

14,078 

Cash at end of the period

 

$

35,618 

 

$

15,211 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Income taxes

 

$

4,791 

 

$

2,284 

Interest

 

 

25,173 

 

 

17,465 

Supplemental disclosure of non-cash investing and financing activity

 

 

 

 

 

 

Transfer of rental equipment to direct finance lease

 

$

29,091 

 

$

52,388 

Transfer of direct finance lease to rental equipment

 

 

30,118 

 

 

 -

Payment of revolving credit facility from term loan

 

 

 -

 

 

20,000 

 

See accompanying notes to unaudited consolidated financial statements

 

 


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

(1)The Company and Nature of Operations

 

Organization

CAI International, Inc. and its subsidiaries (collectively, CAI or the Company), operate primarily in the international intermodal marine cargo container leasing business. The Company also owns a fleet of railcars, which it leases in North America. The Company generates revenue from two reportable segments: equipment leasing and equipment management. The equipment leasing segment specializes primarily in the ownership and leasing of intermodal containers, while the equipment management segment manages equipment for third-party investors. The Company leases its equipment principally to international container shipping lines located throughout the world. The Company sells equipment primarily to third-party investor groups and provides management services to those investors in return for a management fee.

The Company’s common stock is traded on the New York Stock Exchange under the symbol “CAP”. The Company’s corporate headquarters are located in San Francisco, California.

Basis of Presentation

The accompanying unaudited consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries, and its 80% owned subsidiary, CAIJ, Inc. (CAIJ). Net income attributable to the non-controlling interest in CAIJ is immaterial for all periods presented and has not been included in the unaudited consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2013 and December 31, 2012, the Company’s results of operations for the three and nine months ended September 30, 2013 and 2012, and the Company’s cash flows for the nine months ended September 30, 2013 and 2012.  The results of operations and cash flows for the periods presented are not necessarily indicative of the results of operations or cash flows which may be reported for the remainder of 2013 or in any future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 28, 2013.

 

(2)Accounting Policies and Recent Accounting Pronouncements

 

(a)Accounting Policies

There were no changes to the Company’s accounting policies during the nine months ended September 30, 2013. See Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 28, 2013, for a description of the Company’s significant accounting policies. 

(b)Recent Accounting Pronouncements

There have been no recent accounting pronouncements that would have a significant impact on the Company’s financial statements.

 

(3)Consolidation of Variable Interest Entities as a Non-Controlling Interest

 

The Company regularly performs a review of its container fund arrangements with investors to determine whether a fund is a variable interest entity (VIE) and whether the Company has a variable interest that provides it with a controlling financial interest and is the primary beneficiary of the VIE in accordance with ASC 810, Consolidation. If the fund is determined to be a VIE, a further analysis is performed to determine if the Company is a primary beneficiary of the VIE and meets both of the following criteria under Paragraph 14A of ASC 810:

·

It has power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and

·

It has the obligation to absorb losses of the entity that could be potentially significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

 


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

If in the Company’s judgment both of the above criteria are met, the VIE’s financial statements are included in the Company’s consolidated financial statements as required under ASC 810. The equity attributable to the VIE is shown as a non-controlling interest on the Company’s consolidated balance sheet and the after tax result attributable to its operations is shown as a net income or loss attributable to non-controlling interest on the Company’s consolidated statement of income.

The Company currently enters into two types of container fund arrangements with investors which are reviewed under ASC 810. These arrangements include container funds that the Company manages for investors and container funds that have entered into financing arrangements with investors. Included among several of the funds that the Company manages, and all of the funds under financing arrangements, are Japanese container funds that were established by a related party under separate investment agreements allowed under Japanese commercial laws (see Note 11). Each of the funds is financed by unrelated Japanese third party investors.

Managed Container Funds

All container funds under management by the Company are considered VIEs because as manager of the funds, the Company has the power to direct the activities that most significantly impact the entity’s economic performance including the leasing and managing of containers owned by the funds. With the exception of two specific Japanese funds established in September 2010, the fees earned for arranging, managing and establishing the funds are not significant to the expected returns of the funds so the Company does not have a variable interest in the funds. The rights to receive benefits and obligations to absorb losses that could potentially be significant to the funds belong to the third party investors, so the Company concluded that it is not the primary beneficiary of the funds. With the exception of the sale of containers to the two Japanese funds established in September 2010, the Company recognizes gain on sale of containers to the unconsolidated VIEs as sales in the ordinary course of business. For the three and nine months ended September 30, 2013, and for the three months ended September 30, 2012, the Company sold no container portfolios to the Japanese VIEs. For the nine months ended September 30, 2012, the Company sold $10.3 million of container portfolios to the Japanese VIEs and recognized a gain on sale of $1.3 million.

In September 2010, the Company transferred approximately $16.0 million of containers to two specific Japanese funds that were considered VIEs. The terms of the transaction included options for the Company to purchase the containers from the funds at a fixed price. As a result of the residual interest resulting from the fixed price call option, the Company concluded that it may absorb a significant amount of the variability associated with the funds’ anticipated economic performance and as a result the Company had a variable interest in the funds. As the Company had the power to direct the activities that most significantly impacted the economic performance of the VIEs and the variable interest provided the Company with the right to receive benefits from the entity that could potentially be significant to the funds, the Company determined that it was the primary beneficiary of these two specific VIEs and included the VIEs’ assets and liabilities, results of operations and cash flows in the Company’s consolidated financial statements. The container equipment, cash held by the container funds and net investment in direct finance leases, were included on the Company’s consolidated balance sheet with the offsetting equity related to the funds presented separately as non-controlling interest. 

During the third quarter of 2012, the Company terminated its management agreements with the two Japanese VIEs and purchased all the container equipment legally owned by them.  As the Company previously consolidated these two Japanese VIEs, the purchase of the containers was considered a repurchase of the non-controlling interest for accounting purposes.  The Company paid cash of $15.3 million and contributed cash and other assets from the two Japanese VIEs of $4.2 million in consideration for the non-controlling interest of $19.5 million. No gain or loss was recognized by the Company upon the repurchase of the non-controlling interest and subsequent deconsolidation of the two Japanese VIEs.   The results of the VIEs’ operations have been included in the Company’s consolidated statements of income until the date of deconsolidation.  Net income of $0.2 million and $0.8 million for the three and nine months ended September 30, 2012, respectively, attributable to the two Japanese funds is presented as net income attributable to non-controlling interest in the Company’s consolidated statements of income.

Collateralized Financing Obligations

During the years ended December 31, 2012 and 2011, and the nine months ended September 30, 2013, the Company transferred containers with a total net book value of $85.0 million to Japanese investor funds while concurrently entering into lease agreements for the same containers, under which the Company leases the containers back from the Japanese investors.  In accordance with ASC 840, Sale-Leaseback Transactions, the Company concluded these were financing transactions under which sale-leaseback accounting was not applicable.

   


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

The container funds under financing arrangements are considered VIEs under ASC 810 because as lessee of the funds, the Company has the power to direct the activities that most significantly impact each entity’s economic performance including the leasing and managing of containers owned by the funds. The terms of the transactions include options for the Company to purchase the containers from the funds at a fixed price. As a result of the residual interest resulting from the fixed price call option, the Company concluded that it may absorb a significant amount of the variability associated with the funds’ anticipated economic performance and, as a result, the Company has a variable interest in the funds. As the Company has the power to direct the activities that most significantly impact the economic performance of the VIEs and the variable interest provides the Company with the right to receive benefits from the entity that could potentially be significant to the funds, the Company determined that it is the primary beneficiary of these VIEs and included the VIEs’ assets and liabilities as of September 30, 2013 and December 31, 2012, the results of the VIE’s operations for the three and nine months ended September 30, 2013 and 2012, and cash flows for the nine months ended September 30, 2013 and 2012 in the Company’s consolidated financial statements.

The containers that were transferred to the Japanese investor funds had a net book value of $77.1 million as of September 30, 2013.  The container equipment, together with $13.9 million of cash held by the investor funds, has been included on the Company’s consolidated balance sheet with the offsetting liability related to the funds presented as collateralized financing obligations of $95.5 million in the debt section of the Company’s consolidated balance sheet.  See Note 6(e) for additional information. No gain or loss was recognized by the Company on the initial consolidation of the VIEs.

 

(4)Net Investment in Direct Finance Leases

 

The following table represents the components of the Company’s net investment in direct finance leases (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2013

 

2012

Gross finance lease receivables (1)

 

$

96,925 

 

$

116,999 

Unearned income (2)

 

 

(21,488)

 

 

(31,445)

Net investment in direct finance leases

 

$

75,437 

 

$

85,554 

 

(1) At the inception of the lease, the Company records the total minimum lease payments, executory costs, if any, and unguaranteed residual value as gross finance lease receivables. The gross finance lease receivables are reduced as customer payments are received.  Approximately $0.1 million and $9.1 million of unguaranteed residual value at September 30, 2013 and December 31, 2012, respectively, were included in gross finance lease receivables. There were no executory costs included in gross finance lease receivables as of September 30, 2013 and December 31, 2012.

(2)The difference between the gross finance lease receivables and the cost of the equipment or carrying amount at the lease inception is recorded as unearned income. Unearned income together with initial direct costs, are amortized to income over the lease term so as to produce a constant periodic rate of return. There were no unamortized initial direct costs as of September 30, 2013 and December 31, 2012.

 

In order to estimate the allowance for losses contained in the gross finance lease receivables, the Company reviews the credit worthiness of its customers on an ongoing basis. The review includes monitoring credit quality indicators, the aging of customer receivables and general economic conditions.

The categories of gross finance lease receivables based on the Company's internal customer credit ratings can be described as follows:

Tier 1— These customers are typically large international shipping lines that have been in business for many years and have world-class operating capabilities and significant financial resources. In most cases, the Company has had a long commercial relationship with these customers and currently maintains regular communication with them at several levels of management, which provides the Company with insight into the customer's current operating and financial performance. In the Company's view, these customers have the greatest ability to withstand cyclical down turns and would likely have greater access to needed capital than lower-rated customers. The Company views the risk of default for Tier 1 customers to range from minimal to modest.

Tier 2— These customers are typically either smaller shipping lines or freight forwarders with less operating scale or with a high degree of financial leverage, and accordingly the Company views these customers as subject to higher volatility in financial performance over the business cycle. The Company generally expects these customers to have less access to capital markets or other sources of financing during cyclical down turns. The Company views the risk of default for Tier 2 customers as moderate.

Tier 3— Customers in this category exhibit volatility in payments on a regular basis.

   


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

Based on the above categories, the Company's gross finance lease receivables were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2013

 

2012

Tier 1

 

$

83,722 

 

$

98,611 

Tier 2

 

 

13,203 

 

 

18,388 

Tier 3

 

 

 -

 

 

 -

 

 

$

96,925 

 

$

116,999 

 

Contractual maturities of the Company's gross finance lease receivables subsequent to September 30, 2013 for the years ending September 30 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

$

19,040 

2015

 

 

 

 

18,225 

2016

 

 

 

 

16,862 

2017

 

 

 

 

14,459 

2018

 

 

 

 

18,489 

2019 and thereafter

 

 

 

 

9,850 

 

 

 

 

$

96,925 

 

 

 

(5)Intangible Assets

 

The Company amortizes intangible assets on a straight line basis over their estimated useful lives as follows:

 

 

 

Trademarks

                 1-10 years

Contracts – third party

      7 years

Contracts – owned equipment

  5-7 years

 

Total amortization expense was $0.2 million for the three months ended September 30, 2013 and 2012, and $0.7 million for the nine months ended September 30, 2013 and 2012.

Intangible assets as of September 30, 2013 and December 31, 2012 were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Carrying Amount

September 30, 2013

 

 

 

 

 

 

 

 

Trademarks

$

1,278 

 

$

(929)

 

$

349 

Contracts- third party

 

3,650 

 

 

(3,650)

 

 

 -

Contracts- owned equipment

 

4,003 

 

 

(3,583)

 

 

420 

 

$

8,931 

 

$

(8,162)

 

$

769 

December 31, 2012

 

 

 

 

 

 

 

 

Trademarks

$

1,278 

 

$

(831)

 

$

447 

Contracts- third party

 

3,650 

 

 

(3,259)

 

 

391 

Contracts- owned equipment

 

3,960 

 

 

(3,357)

 

 

603 

 

$

8,888 

 

$

(7,447)

 

$

1,441 

     

   


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

(6)  Debt and Capital Lease Obligations

 

Debt

Details of the Company’s debt as of September 30, 2013 and December 31, 2012 were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2013

 

December 31, 2012

 

 

 

 

 

Outstanding

 

Average

 

Outstanding

 

Average

 

Agreement

Reference

 

 

Current

 

Long-term

 

Interest

 

Current

 

Long-term

 

Interest

 

Terminates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)(i)

Revolving credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

facility

 

$

 -

 

$

253,000 

 

2.2%

 

$

 -

 

$

160,000 

 

3.0%

 

March 2018

(a)(ii)

Revolving credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

facility - Rail

 

 

 -

 

 

41,469 

 

2.4%

 

 

 -

 

 

41,469 

 

2.5%

 

June 2015

(b)(i)

Term loan

 

 

8,600 

 

 

27,750 

 

2.3%

 

 

800 

 

 

6,600 

 

2.7%

 

April 2018

(b)(ii)

Term loan

 

 

7,500 

 

 

113,750 

 

2.5%

 

 

24,964 

 

 

230,651 

 

3.3%

 

December 2016

(b)(iii)

Term loan

 

 

9,940 

 

 

121,805 

 

2.3%

 

 

9,940 

 

 

129,260 

 

2.5%

 

April 2017

(c)

Senior secured notes

 

 

8,240 

 

 

86,520 

 

4.9%

 

 

8,240 

 

 

94,760 

 

4.9%

 

September 2022

(d)

Asset backed notes

 

 

40,000 

 

 

332,875 

 

3.4%

 

 

17,100 

 

 

151,050 

 

3.5%

 

March 2028

(e)

Collateralized financing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

obligations

 

 

 -

 

 

95,461 

 

1.0%

 

 

 -

 

 

75,200 

 

1.1%

 

November 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt

 

$

74,280 

 

$

1,072,630 

 

 

 

$

61,044 

 

$

888,990 

 

 

 

 

 

(a)Revolving Credit Facilities

 

Revolving credit facilities consist of the following:

(i) On March 15, 2013, the Company entered into a Third Amended and Restated Revolving Credit Agreement with a syndicate of banks to finance the acquisition of container rental equipment and for general working capital purposes.  The Third Amended and Restated Revolving Credit Agreement refinanced the Company’s prior revolving credit facility to reduce the interest rate, increase the facility commitment and revise certain covenants to provide the Company with additional flexibility.  As of September 30, 2013, the maximum commitment under the revolving credit facility was $760.0 million.  The Company’s revolving credit facility may be increased up to a maximum of $960.0 million, in accordance with the terms of the agreement, so long as no default or event of default exists either before or immediately after giving effect to the increase. There is a commitment fee on the unused amount of the total commitment, payable quarterly in arrears. The agreement provides that swing line loans (short-term borrowings of up to $10.0 million in the aggregate that are payable within 10 business days or at maturity date, whichever comes earlier) and standby letters of credit (up to $15.0 million in the aggregate) will be available to the Company. These credit commitments are part of, and not in addition to, the total commitment provided under the agreement. The interest rates vary depending upon whether the loans are characterized as Base Rate loans or Eurodollar rate loans, as defined in the revolving credit agreement.  In addition to various financial and other covenants, the Company’s revolving credit facility also includes certain restrictions on the Company’s ability to incur other indebtedness or pay dividends to stockholders.  As of September 30, 2013, the Company was in compliance with the terms of the revolving credit facility.

As of September 30, 2013, the Company had $506.9  million in availability under the revolving credit facility (net of $0.1 million in letters of credit) subject to its ability to meet the collateral requirements under the agreement governing the facility. The entire amount of the facility drawn at any time plus accrued interest and fees is callable on demand in the event of certain specified events of default.

The Company’s revolving credit facility, including any amounts drawn on the facility, is secured by substantially all of the assets of the Company (not otherwise used as security for its other credit facilities) including the equipment owned by the Company, the underlying leases thereon and the Company’s interest in any money received under such contracts.

(ii)  On June 7, 2012, CAI and CAI Rail Inc. (CAI Rail), a wholly-owned subsidiary of the Company, entered into a revolving credit agreement with a consortium of banks to finance the acquisition of railcars.  As of September 30, 2013, the maximum credit commitment under the revolving credit facility was $85.0 million.

   


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

Borrowings under the credit facility bear interest at a variable rate. The interest rates vary depending upon whether the loans are characterized as Base Rate loans or Eurodollar rate loans, as defined in the revolving credit agreement.  For domestic base rate loans, the interest rate is equal to the highest of (i) the daily federal funds open rate as published by the Federal Reserve Bank of New York and (ii) the administrative agent’s published “Reference Rate”, in each case plus a margin based on certain conditions.

As of September 30, 2013, CAI Rail had  $43.5 million in availability under the revolving credit facility, subject to its ability to meet the collateral requirements under the agreement governing the facility. The entire amount of the facility drawn at any time plus accrued interest and fees is callable on demand in the event of certain specified events of default.

The agreement governing CAI Rail’s revolving credit facility contains various financial and other covenants.  As of September 30, 2013, CAI Rail was in compliance with the terms of the revolving credit facility.  CAI Rail’s revolving credit facility, including any amounts drawn on the facility, is secured by all of the assets of CAI Rail and is guaranteed by the Company.

(b)Term Loans

 

Term loans consist of the following:

(iOn August 20, 2009, the Company entered into a $10.0 million five-year loan agreement with the Development Bank of Japan (DBJ). The loan is payable in 19 quarterly installments of $0.2 million starting October 31, 2009 and a final payment of $6.2 million on July 31, 2014. On March 22, 2013, the Company entered into an additional $30.0 million five-year loan agreement with DBJ. The loan is payable in 19 quarterly installments of $0.5 million starting July 31, 2013 and a final payment of $21.5 million on April 30, 2018. Both loans bear interest at variable rates based on LIBOR. As of September 30, 2013, the loans had a combined balance of  $36.4 million.

(ii)  On December 20, 2010, the Company entered into a term loan agreement with a consortium of banks. Under this loan agreement, the Company was eligible to borrow up to $300.0 million, subject to certain borrowing conditions, which amount is secured by certain assets of the Company’s wholly-owned foreign subsidiaries.  The loan agreement is an amortizing facility with a term of six years. The interest rates vary depending upon whether the loans are characterized as Base Rate loans or Eurodollar rate loans, as defined in the term loan agreement. The loan bears a variable interest rate based on LIBOR for Eurodollar loans, and Base Rate for base rate loans.  The Base Rate is defined as the highest of (i) the federal funds rate plus 1/2 of 1.0%, (ii) the prime rate (as published in The Wall Street Journal), and (iii) the Eurodollar rate (for three-month loans) plus 1.0%.

On March 28, 2013, the term loan agreement was amended to: (a) reduce the principal balance of the loan from $249.4 million to $125.0 million through payment of $124.4 million from the proceeds of the $229.0 million fixed-rate asset-backed notes issued by the Company’s indirect wholly-owned subsidiary, CAL Funding II Limited (see Note 6(d) below); (b) reduce the interest rate on the remaining loan balance; and (c) revise certain covenants under the term loan agreement to provide increased flexibility to the Company. Quarterly payments of principal have been reduced to $1.9 million with the balance of the unpaid principal due on December 20, 2016. As of September 30, 2013, the term loan had a balance of $121.3 million.

(iii) On April 11, 2012, the Company entered into a term loan agreement with a consortium of banks. The agreement, which was amended on August 31, 2012 and May 30, 2013, provides for a five year term loan of up to $142.0 million, subject to certain borrowing conditions, which amount is secured by certain assets of the Company. The commitment under the loan may be increased to a maximum of $200.0 million under certain conditions described in the agreement. The outstanding principal amounts under the term loan bear interest based on LIBOR, amortized quarterly, and require quarterly payments equal to 1.75% multiplied by the outstanding principal amount at such time. The full $142.0 million has been drawn and was primarily used to repay outstanding amounts under the revolving credit facility. All unpaid amounts then outstanding are due and payable on April 11, 2017.  As of September 30, 2013, the loan had a balance of $131.7 million.

(c)Senior Secured Notes

 

On September 13, 2012, Container Applications Limited (CAL), a wholly-owned subsidiary of the Company, entered into a Note Purchase Agreement with certain institutional investors, pursuant to which CAL issued $103.0 million of its 4.90% Senior Secured Notes due September 13, 2022 (the Notes) to the investors. The Notes are guaranteed by the Company and secured by certain assets of CAL and the Company.

   


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

The Notes bear interest at 4.9% per annum, due and payable semiannually on March 13 and September 13 of each year, commencing on March 13, 2013.  In addition, CAL is required to make certain principal payments on March 13 and September 13 of each year, commencing on March 13, 2013.  Any unpaid principal and interest is due and payable on September 13, 2022.  As of September 30, 2013, the Notes had a balance of $94.8 million.

(d)Asset-Backed Notes

 

On October 18, 2012, CAL Funding II Limited (CAL II), a wholly-owned indirect subsidiary of CAI, issued $171.0 million of 3.47% fixed rate asset-backed notes (Series 2012-1 Asset-Backed Notes).  Principal and interest on the Series 2012-1 Asset-Backed Notes is payable monthly commencing on November 26, 2012, and the Series 2012-1 Asset-Backed Notes mature in October 2027.  The proceeds from the Series 2012-1 Asset-Backed Notes were used to repay part of the Company’s borrowings under its senior revolving credit facility. The Series 2012-1 Asset-Backed Notes had a balance of $155.3 million as of September 30, 2013.

On March 28, 2013, CAL II issued $229.0 million of 3.35% fixed rate asset-backed notes (Series 2013-1 Asset-Backed Notes). Principal and interest on the Series 2013-1 Asset-Backed Notes is payable monthly commencing on April 25, 2013, and the Series 2013-1 Asset-Backed Notes mature in March 2028. The proceeds from the Series 2013-1 Asset-Backed Notes were used partly to reduce the balance of the Company’s term loan as described in Note 6 (b)(ii) above, and to partially pay down the Company’s senior revolving credit facility. The Series 2013-1 Asset-Backed Notes had a balance of $217.6 million as of September 30, 2013.

          The agreements under each of the asset-backed notes described above require the Company to maintain a restricted cash account to cover payment of the obligations. As of September 30, 2013, the restricted cash account had a balance of $9.5 million.

(e)Collateralized Financing Obligations

 

As of September 30, 2013, the Company had collateralized financing obligations of $95.5 million (see Note 3). The obligations had an average interest rate of 1.0% as of September 30, 2013 with maturity dates between June 2015 and November 2016. The debt is secured by a pool of containers covered under the financing arrangements.

The Company's term loans, senior secured notes, asset-backed notes and collateralized financing obligations are each secured by specific pools of rental equipment and other assets owned by the Company, the underlying leases thereon and the Company’s interest in any money received under such contracts. The agreements relating to all of the Company’s debt contain various financial and other covenants. As of September 30, 2013, the Company was in compliance with all of its debt covenants.

Capital Lease Obligations

As of September 30, 2013, the Company had capital lease obligations of $5.7 million. The underlying obligations are denominated in U.S. Dollars and Euros at floating interest rates averaging 2.4% as of September 30, 2013 with maturity dates between June 2015 and June 2019. The loans are secured by containers covered by the lease obligations.

 

   


 

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

(7) Stock–Based Compensation Plan

 

Stock Options

The following table summarizes the Company’s stock option activities for the nine months ended September 30, 2013 and 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

2013

 

2012

 

 

 

Weighted

 

 

 

Weighted

 

 

 

Average

 

 

 

Average

 

Number of

 

Exercise

 

Number of

 

Exercise

 

Shares

 

Price

 

Shares

 

Price

Options outstanding at January 1

1,335,680 

 

$

13.41 

 

1,192,680 

 

$

12.89 

Options granted - employees

51,300 

 

$

26.41 

 

111,000 

 

$

17.77 

Options granted - directors

40,000 

 

$

26.41 

 

40,000 

 

$

17.77 

Options forfeited - employees

(834)

 

$

5.60 

 

(8,000)

 

$

17.77 

Options exercised - employees

(158,661)

 

$

9.46 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

Options outstanding at September 30

1,267,485 

 

$

14.85 

 

1,335,680 

 

$

13.41 

Options exercisable

1,033,498 

 

$

12.93 

 

991,430 

 

$

12.11 

Weighted average remaining term

5.5 years