UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K  


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 6, 2020
Date of Report (Date of earliest event reported)

 
CAI International, Inc.
(Exact name of registrant as specified in its charter)


         
Delaware
 
001-33388
 
94-3109229
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I. R. S. Employer
Identification No.)
 
Steuart Tower, 1 Market Plaza, Suite 2400, San Francisco, CA 94105
(Address of principal executive offices, including ZIP Code)
 
Registrant’s telephone number, including area code: (415) 788-0100
 
N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Le
   
Title of each class
Trading symbols
Name of exchange on which registered
Common Stock, par value $0.0001 per share
CAI
 New York Stock Exchange
8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
CAI-PA
New York Stock Exchange
8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
CAI-PB
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02.
Results of Operations and Financial Condition.


On August 6, 2020, CAI International, Inc. issued a press release reporting its results of operations for the first quarter of 2020.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01.
Financial Statements and Exhibits.


(d)  Exhibits.

Exhibit No.
 
Description
     
 




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  CAI INTERNATIONAL, INC.  
       
Dated:  August 6, 2020
  By:
/s/ Timothy B. Page  
     Name: Timothy B. Page  
     Title:  Interim president and Chief Executive Officer  


Exhibit 99.1

CAI International, Inc. Reports Results for the Second Quarter of 2020 and Declares Quarterly Dividend

SAN FRANCISCO--(BUSINESS WIRE)--August 6, 2020--CAI International, Inc. (“CAI” or the “Company”) (NYSE: CAI), one of the world’s leading transportation finance and logistics companies, today reported results for the second quarter of 2020.

Summary

  • Net loss attributable to CAI common stockholders for the second quarter of 2020 was $2.8 million, or $0.16 per fully diluted share, primarily due to intangible asset write-offs as a result of accounting for the logistics business as a discontinued operation.
  • Net income from continuing operations attributable to CAI common stockholders for the second quarter of 2020 was $13.7 million, or $0.78 per fully diluted share.
  • Container lease revenue for the second quarter of 2020 was $69.4 million, compared to $69.1 million in the first quarter of 2020.
  • CAI’s Board of Directors declared the Company’s first quarterly cash dividend of $0.25 per common share payable on September 25, 2020 to shareholders of record as of September 11, 2020.
  • The Company is currently experiencing strong demand from a number of customers for new container leases. Container costs are stable and lease returns are attractive.
  • Average utilization for CAI’s owned container fleet during the second quarter of 2020 was 98.0%, compared to 98.4% for the first quarter of 2020. Current utilization is 98.2%.
  • In early July 2020, the Company entered into an interest rate swap fixing $500 million of its variable rate debt. Approximately 77% of the Company’s debt is now fixed rate.
  • The Company has approximately $180 million of liquidity in the form of available cash on hand and ability to draw on its credit facilities without additional collateral being provided.
  • As previously announced, on June 15, 2020, CAI terminated its formal strategic alternatives review process. The Company is committed to focusing solely on the container business and is actively pursuing its strategy to divest of non-core businesses.
  • CAI’s Board of Directors has adopted formal stock ownership guidelines for its non-executive directors.

Additional information on CAI's results, as well as comments on market trends, is available in a presentation posted today on the "Investors" section of CAI's website, www.capps.com.

Timothy Page, Interim President and Chief Executive Officer of CAI, commented, “We are very pleased with our results during the second quarter. Net income from continuing operations attributable to CAI common stockholders was $13.7 million, or $0.78 per fully diluted share. The quarter began with a great deal of uncertainty as we were in the depths of the COVID-19 global pandemic. As the quarter progressed, markets began to stabilize, liquidity returned and expectations for recovery improved. The global container shipping industry right sized fleets, rationalized pricing and moved to profitability. Consequently, the Company did not experience any meaningful payment delays or credit issues and we have been generating strong free cash flow. As we have entered the third quarter, utilization is increasing, and we are experiencing strong demand from our customers for both depot and new equipment.


“During the first half of 2020, we saw limited customer demand for leased containers. Consequently, the Company took delivery of only $41 million, or 30,000 TEU, of containers in the first two quarters of 2020. However, demand has been particularly strong since mid-June and we have commitments from customers to lease approximately 70,000 TEU of containers, all of which we expect to be picked up before the end of the third quarter. Additionally, we have lease commitments for approximately 50,000 TEU of containers for delivery in the fourth quarter of 2020. All of these transactions have attractive returns associated with them. As a result of this strong customer demand, we expect our core container business to generate increasing net income in the coming quarters.

“CAI’s operating performance during the quarter was supported by the strong 98.0% utilization of our owned container fleet. Utilization increased towards the end of June and currently stands at 98.2%. We expect a continuation in the trend of increasing utilization in the coming months as global demand increases. Our continuing strong performance in utilization reflects the long-term nature of our contracts, tight redelivery restrictions and ongoing fleet management, all of which underscore the long-term committed nature of our cash flow.

“Our average cash interest rate in the second quarter was 2.88%. In early July we completed an interest rate hedging transaction swapping one month LIBOR for a fixed rate of 0.29% on $500 million of our floating rate debt for a term of five years. Approximately 77% of the Company’s debt is now fixed rate. Going forward, we plan to maintain fixed rate debt between 75% and 85% of our total debt.

“During the second quarter, we terminated our previously announced strategic review process and made a decision to focus on our container business and divest our non-core businesses. We have accounted for the logistics business in the second quarter as a discontinued operation. Under accounting rules for discontinued operations, the logistics business reported a net loss for the quarter of $16.6 million, or $0.94 per fully diluted share, primarily due to the non-cash impairment of goodwill and intangible assets arising from the reclassification of logistics assets as assets held for sale. We are pleased to report that we are engaged in advanced discussions with a potential purchaser of our logistics business. We continue to explore disposing of our rail investments in the most beneficial manner for shareholders.

“We also are pleased to announce that we have initiated a program of returning capital to our shareholders through the payment of regular quarterly dividends, the first of which is a dividend of $0.25 per share payable on September 25, 2020 to common shareholders of record as of September 11, 2020.”

Mr. Page concluded, “We are focused on deploying our capital to increase shareholder value, whether that be through regular shareholder dividends, investing in containers during periods when returns are attractive, or share repurchases when container returns don’t meet our investment return thresholds. We believe the actions taken and the decisions we have made during the second quarter will provide the momentum to position CAI to achieve enhanced shareholder returns.”


CAI International, Inc.
Consolidated Balance Sheets
(In thousands, except share information)
(UNAUDITED)




 


June 30,
December 31,


2020


2019

Assets



Current assets



Cash

$

20,159

 


$

19,870

 

Cash held by variable interest entities

 

27,703

 


 

26,594

 

Accounts receivable, net of allowance for doubtful accounts of $3,942 and $7,671



at June 30, 2020 and December 31, 2019, respectively

 

70,020

 


 

72,984

 

Current portion of net investment in finance leases

 

75,906

 


 

71,274

 

Prepaid expenses and other current assets

 

14,880

 


 

9,606

 

Assets held for sale

 

13,143

 


 

37,781

 

Total current assets

 

221,811

 


 

238,109

 

Restricted cash

 

22,188

 


 

26,775

 

Rental equipment, net of accumulated depreciation of $660,418 and $620,990 at June 30, 2020 and December 31, 2019, respectively

 

1,978,826

 


 

2,102,839

 

Net investment in finance leases

 

463,251

 


 

496,094

 

Financing receivable

 

53,821

 


 

30,693

 

Other non-current assets

 

6,036

 


 

7,255

 

Total assets

$

2,745,933

 


$

2,901,765

 





 
Liabilities and Stockholders' Equity



Current liabilities



Accounts payable

$

4,557

 


$

4,534

 

Accrued expenses and other current liabilities

 

24,365

 


 

25,206

 

Unearned revenue

 

6,802

 


 

6,405

 

Current portion of debt

 

251,250

 


 

218,094

 

Rental equipment payable

 

3,356

 


 

25,137

 

Liabilities held for sale

 

6,517

 


 

8,752

 

Total current liabilities

 

296,847

 


 

288,128

 

Debt

 

1,728,310

 


 

1,880,122

 

Deferred income tax liability

 

29,161

 


 

35,376

 

Other non-current liabilities

 

4,148

 


 

4,899

 

Total liabilities

 

2,058,466

 


 

2,208,525

 





 
Stockholders' equity



Preferred stock, par value $.0001 per share; authorized 10,000,000



8.50% Series A fixed-to-floating rate cumulative redeemable perpetual preferred stock, issued and outstanding 2,199,610 shares, at liquidation preference

 

54,990

 


 

54,990

 

8.50% Series B fixed-to-floating rate cumulative redeemable perpetual preferred stock, issued and outstanding 1,955,000 shares, at liquidation preference

 

48,875

 


 

48,875

 

Common stock: par value $.0001 per share; authorized 84,000,000 shares; issued and outstanding 17,553,491 and 17,479,127 shares at June 30, 2020 and December 31, 2019, respectively

 

2

 


 

2

 

Additional paid-in capital

 

103,342

 


 

102,709

 

Accumulated other comprehensive loss

 

(6,666

)


 

(6,630

)

Retained earnings

 

486,924

 


 

493,294

 

Total stockholders' equity

 

687,467

 


 

693,240

 

Total liabilities and stockholders' equity

$

2,745,933

 


$

2,901,765

 


CAI International, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(UNAUDITED)








 


Three Months Ended
Six Months Ended


June 30,
June 30,


2020


2019


2020


2019

Revenue







Container lease revenue

$

69,443

 


$

74,286

 


$

138,556

 


$

149,797

 

Rail lease revenue

 

6,282

 


 

6,462

 


 

12,085

 


 

14,343

 

Total revenue

 

75,725

 


 

80,748

 


 

150,641

 


 

164,140

 









 
Operating expenses







Depreciation of rental equipment

 

28,846

 


 

29,816

 


 

55,894

 


 

61,599

 

Impairment of rental equipment

 

557

 


 

7,323

 


 

19,724

 


 

7,323

 

Storage, handling and other expenses

 

6,474

 


 

5,199

 


 

12,222

 


 

10,319

 

Gain on sale of rental equipment

 

(2,108

)


 

(265

)


 

(3,722

)


 

(9,097

)

Administrative expenses

 

7,389

 


 

8,049

 


 

15,053

 


 

17,223

 

Total operating expenses

 

41,158

 


 

50,122

 


 

99,171

 


 

87,367

 









 
Operating income

 

34,567

 


 

30,626

 


 

51,470

 


 

76,773

 









 
Other expenses







Net interest expense

 

17,595

 


 

23,209

 


 

37,974

 


 

47,063

 

Other (income) expense

 

(97

)


 

119

 


 

149

 


 

157

 

Total other expenses

 

17,498

 


 

23,328

 


 

38,123

 


 

47,220

 









 
Income before income taxes

 

17,069

 


 

7,298

 


 

13,347

 


 

29,553

 

Income tax expense (benefit)

 

1,113

 


 

583

 


 

(1,943

)


 

2,732

 









 
Income from continuing operations

 

15,956

 


 

6,715

 


 

15,290

 


 

26,821

 

Loss from discontinued operations, net of income taxes

 

(16,582

)


 

(1,221

)


 

(17,246

)


 

(2,753

)

Net (loss) income

 

(626

)


 

5,494

 


 

(1,956

)


 

24,068

 

Preferred stock dividends

 

2,207

 


 

2,207

 


 

4,414

 


 

4,414

 

Net (loss) income attributable to CAI common stockholders

$

(2,833

)


$

3,287

 


$

(6,370

)


$

19,654

 









 
Net income from continuing operations attributable to CAI common shareholders

$

13,749

 


$

4,508

 


$

10,876

 


$

22,407

 

Net loss from discontinued operations attributable to CAI common shareholders

 

(16,582

)


 

(1,221

)


 

(17,246

)


 

(2,753

)

Net (loss) income attributable to CAI common stockholders

$

(2,833

)


$

3,287

 


$

(6,370

)


$

19,654

 









 
Net (loss) income per share attributable to CAI common stockholders







Basic







Continuing operations

$

0.79

 


$

0.26

 


$

0.62

 


$

1.24

 

Discontinued operations

 

(0.95

)


 

(0.07

)


 

(0.99

)


 

(0.15

)

Total basic

$

(0.16

)


$

0.19

 


$

(0.37

)


$

1.09

 

Diluted







Continuing operations

$

0.78

 


$

0.25

 


$

0.62

 


$

1.22

 

Discontinued operations

 

(0.94

)


 

(0.07

)


 

(0.98

)


 

(0.15

)

Total diluted

$

(0.16

)


$

0.18

 


$

(0.36

)


$

1.07

 









 
Weighted average shares outstanding







Basic

 

17,470

 


 

17,648

 


 

17,451

 


 

18,098

 

Diluted

 

17,601

 


 

17,926

 


 

17,641

 



18,401



CAI International, Inc.
Consolidated Statements of Cash Flows
(In thousands, except per share data)
(UNAUDITED)




 


Six Months Ended
June 30,


2020


2019

Cash flows from operating activities



Net (loss) income

$

(1,956

)


$

24,068

 

Loss from discontinued operations, net of income taxes

 

(17,246

)


 

(2,753

)

Income from continuing operations

 

15,290

 


 

26,821

 

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:



Depreciation

 

56,299

 


 

61,623

 

Impairment of rental equipment

 

19,724

 


 

7,323

 

Amortization of debt issuance costs

 

2,312

 


 

2,394

 

Stock-based compensation expense

 

801

 


 

1,421

 

Unrealized loss on foreign exchange

 

63

 


 

90

 

Gain on sale of rental equipment

 

(3,722

)


 

(9,097

)

Deferred income taxes

 

(3,127

)


 

2,135

 

Bad debt (recovery) expense

 

(3,582

)


 

687

 

Changes in other operating assets and liabilities:



Accounts receivable

 

4,441

 


 

1,200

 

Prepaid expenses and other assets

 

606

 


 

(2,114

)

Net investment in finance leases

 

35,746

 


 

32,824

 

Accounts payable, accrued expenses and other liabilities

 

(1,146

)


 

(3,568

)

Unearned revenue

 

(394

)


 

(1,862

)

Net cash provided by operating activities of continuing operations

 

123,311

 


 

119,877

 

Net cash provided by (used in) operating activities of discontinued operations

 

2,315

 


 

(1,984

)

Net cash provided by operating activities

 

125,626

 


 

117,893

 

Cash flows from investing activities



Purchase of rental equipment

 

(32,620

)


 

(231,595

)

Purchase of financing receivable

 

(30,846

)


 

(36,379

)

Proceeds from sale of rental equipment

 

58,467

 


 

220,403

 

Purchase of furniture, fixtures and equipment

 

(310

)


 

(136

)

Receipt of principal payments from financing receivable

 

2,225

 


 

973

 

Net cash used in investing activities of continuing operations

 

(3,084

)


 

(46,734

)

Net cash used in investing activities of discontinued operations

 

(1

)


 

(114

)

Net cash used in investing activities

 

(3,085

)


 

(46,848

)

Cash flows from financing activities



Proceeds from debt

 

227,000

 


 

468,082

 

Principal payments on debt

 

(348,331

)


 

(490,319

)

Debt issuance costs

 

(25

)


 

(496

)

Proceeds from issuance of common stock

 

116

 


 

-

 

Repurchase of common stock

 

-

 


 

(34,118

)

Dividends paid to preferred stockholders

 

(4,414

)


 

(4,414

)

Exercise of stock options

 

113

 


 

335

 

Net cash provided by financing activities of continuing operations

 

(125,541

)


 

(60,930

)

Net cash used in financing activities of discontinued operations

 

-

 


 

-

 

Net cash used in financing activities

 

(125,541

)


 

(60,930

)

Effect on cash of foreign currency translation

 

(189

)


 

(77

)

Net (decrease) increase in cash and restricted cash

 

(3,189

)


 

10,038

 

Cash and restricted cash at beginning of the period

 

73,239

 


 

75,983

 

Cash and restricted cash at end of the period

$

70,050

 


$

86,021

 


CAI International, Inc.
Fleet Data
(UNAUDITED)








 






As of June 30,






2020


2019









 
Owned container fleet in TEUs




1,597,898

 


1,553,231

 

Managed container fleet in TEUs




63,757

 


69,805

 

Total container fleet in TEUs




1,661,655

 


1,623,036

 









 
Owned container fleet in CEUs




1,630,054

 


1,584,456

 

Managed container fleet in CEUs




79,643

 


63,492

 

Total container fleet in CEUs




1,709,697

 


1,647,948

 









 
Owned railcar fleet in units




5,276

 


5,631

 









 








 


Three Months Ended
Six Months Ended


June 30,
June 30,


2020


2019


2020


2019

Average Utilization







Container fleet utilization in CEUs

98.0

%


98.8

%


98.1

%


98.8

%

Owned container fleet utilization in CEUs

98.0

%


98.8

%


98.2

%


98.8

%

Railcar fleet utilization in units - excluding new units not yet leased

89.6

%


88.1

%


87.3

%


89.3

%

Railcar fleet utilization in units - including new units not yet leased

86.6

%


84.5

%


84.3

%


85.7

%









 






As of June 30,






2020


2019

Period Ending Utilization







Container fleet utilization in CEUs




97.8

%


98.8

%

Owned container fleet utilization in CEUs




97.9

%


98.8

%

Railcar fleet utilization in units - excluding new units not yet leased




88.3

%


85.9

%

Railcar fleet utilization in units - including new units not yet leased




85.3

%


82.4

%

Utilization of containers is computed by dividing the total units on lease in CEUs (cost equivalent units), by the total units in our fleet in CEUs.
The total container fleet excludes new units not yet leased and off-hire units designated for sale.
Utilization of railcars is computed by dividing the total number of railcars on lease by the total number of railcars in our fleet.
The impact on utilization of including new units not yet leased in the total railcar fleet has been included in the table above.

CEU is a ratio used to convert the actual number of containers in our fleet to a figure based on the relative purchase prices of our
various equipment types to that of a standard 20 foot dry van container. For example, the CEU ratio for a standard 40 foot dry van
container is 1.6, and a 40 foot high cube container is 1.7.

Conference Call

A conference call to discuss the financial results for the second quarter of 2020 will be held on Thursday, August 6, 2020 at 5:00 p.m. ET. The dial-in number for the teleconference is 1-855-327-6837; outside of the U.S., call 1-631-891-4304. The call may be accessed live over the internet (listen only) under the “Investors” section of CAI’s website, www.capps.com, by selecting “Q2 2020 Earnings Conference Call.” A webcast replay will be available for 30 days on the “Investors” section of our website.

Earnings Presentation

A presentation summarizing our second quarter 2020 results is available on the “Investors” section of our website, www.capps.com.

About CAI International, Inc.

CAI is one of the world’s leading transportation finance and logistics companies. As of June 30, 2020, CAI operated a worldwide fleet of approximately 1.7 million CEUs of containers, and owned a fleet of 5,276 railcars that it leases within North America. CAI operates through 22 offices located in 12 countries including the United States.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the future performance of CAI, including but not limited to: management’s business outlook for the container leasing business, management’s decision to divest of CAI’s non-core businesses and management's outlook for growth of CAI’s leasing investments. These statements and others herein are forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and involve risks and uncertainties that could cause actual results of operations and other performance measures to differ materially from current expectations including, but not limited to: utilization rates, expected economic conditions, expected growth of international trade, availability of credit on commercially favorable terms or at all, customer demand, container investment levels, container prices, lease rates, increased competition, volatility in exchange rates, growth in world trade and world container trade, the ability of CAI to convert letters of intent with its customers to binding contracts, potential to sell CAI’s securities to the public and others.

CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. These documents contain additional important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this press release. Furthermore, CAI is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, unless required by law.

Contacts

Tim Page, Interim President and Chief Executive Officer
(415) 788-0100
tpage@capps.com