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
Date of Report (Date of earliest event reported) October 27, 2015 |
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) |
(IRS Employer Identification No.) |
Steuart Tower, 1 Market Plaza, Suite 900
San Francisco, California |
94105 |
(Address of principal executive office) | (Zip Code) |
Registrant's telephone number, including area code: (415)
788-0100
|
(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))
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2015, CAI International, Inc. issued a press release reporting its results of operations for the third quarter ended September 30, 2015. 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
99.1 Press release issued by CAI International, Inc. dated October 27, 2015.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAI International, Inc. |
||
(Registrant) |
||
October 27, 2015 |
/s/ Timothy B. Page |
|
(Date) |
Timothy B. Page Chief Financial Officer |
Exhibit 99.1
CAI International, Inc. Reports Results for the Third Quarter of 2015
SAN FRANCISCO--(BUSINESS WIRE)--October 27, 2015--CAI International, Inc. (CAI) (NYSE:CAI), one of the world’s leading transportation finance and logistics companies, today reported results for the third quarter of 2015.
Highlights
Total revenue for the third quarter of 2015 was $66.1 million, compared to $59.2 million for the third quarter of 2014, an increase of 12%. Rental revenue for the third quarter of 2015 was $57.5 million, compared to $55.4 million for the third quarter of 2014. The increase in rental revenue was primarily due to an increase in the average number of owned containers on lease and the growth in our railcar business. Logistics revenue for the third quarter of 2015, primarily arising from our acquisition of ClearPointt Logistics LLC during the quarter, was $5.4 million. Finance lease income for the third quarter of 2015 was $2.3 million, unchanged compared to the third quarter of 2014. Management fee revenue for the third quarter of 2015 was $0.9 million, compared to $1.6 million for the third quarter of 2014, reflecting the decrease in the size of our managed fleet.
Victor Garcia, Chief Executive Officer of CAI commented, “For the quarter we reported net income of $13.0 million, or $0.62 per fully diluted share. Despite the moderate economic environment, rental revenue increased by 4% as compared to the third quarter of 2014 as we continued to expand our overall fleet size, particularly with rail equipment that was delivered over the course of the year. Overall revenues increased by 12% as compared to the third quarter of 2014 as we have begun reporting the results of our logistics business.
“The third quarter has traditionally been when we observe a seasonal increase in demand for containers. However, the seasonal pattern did not materialize and utilization declined slightly during the quarter. We attribute the lack of a seasonal upturn to more moderate international trade growth associated with Asia, and China in particular. According to Clarkson Research, exports from China to Europe and from China to the United States are estimated to be flat and grow 3%, respectively, in 2015. As a result, there has not been a sufficient increase in demand for our customers to need additional equipment to service their needs. Demand for our rail equipment has remained strong and we took delivery of $17 million of equipment during the quarter, which is on lease and contributed to our overall results for the quarter. During the third quarter, our rail business accounted for approximately 9% of our equipment rental revenues. We expect that rail will be a growing part of our business next year as we take delivery and lease equipment we have ordered from manufacturers.
“As we noted last quarter, soft economic conditions in China this year have caused steel prices, and new container prices, to decline, placing pressure on per diem rates and secondary container prices. We expect the weakness in per diem rates and container prices to continue until overall demand for containers increases. We will continue to monitor both demand and trends for new containers and secondary equipment prices in the marketplace. During the quarter, we reported a slight gain on sale of equipment. This included the sale of rail equipment to a financial institution at a gain, and a loss related to equipment lost by a customer that had defaulted earlier this year. These two items contributed $0.6 million to gain on sale of equipment, and $0.2 million to net income in the quarter.”
Mr Garcia added, “This was the first quarter for which we reported results from our logistics business. We purchased ClearPointt Logistics LLC in July and are actively looking at expanding the platform and integrating our existing asset base into its services and customers. This quarter had two months of results and we expect a full quarter’s results in the fourth quarter. Our integration and growth plans remain on track and we are excited about the opportunity that logistics provides to both our rail and container leasing businesses. We will continue to look for other opportunities to expand our overall logistics platform.”
Mr. Garcia continued, “We have just completed the refinancing of our existing $250 million rail car revolving credit facility. We are pleased by the strong support and confidence our lenders have shown to our company and our rail expansion effort. We have increased the commitment available under the facility from $250 million to $500 million, decreased the pricing by 25 basis points to Libor + 150 basis points, increased the number of equipment types eligible for inclusion as security and extended the term to five years from the closing date. We now have sufficient committed capital in place to finance our entire new building program and to continue to make additional commitments to new and used rail equipment.
“During the quarter, we also completed the repurchase of one million shares at an average price of $12.14. During the last 18 months, we have repurchased 2.5 million shares, representing 11% of our outstanding common stock, which we believe benefits our long term shareholders. We will continue to look for opportunities to build long term shareholder value that strengthens our overall business.”
Mr. Garcia concluded, “Although we are working our way through the effects of a moderate demand period in our container business, we are excited by the steady progress we are making in strengthening and diversifying our business. We believe that container demand will improve over time and that the efforts we are making on these other fronts will continue to expand the overall intrinsic value of our company. We are excited about the direction of our efforts and are focused on achieving our strategic business plan.”
1 Refer to the “Reconciliation of GAAP Amounts to Non-GAAP Amounts” and “Use of Non-GAAP Financial Measures” set forth below.
CAI International, Inc. |
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Consolidated Balance Sheets | |||||||||
(In thousands, except share information) | |||||||||
(UNAUDITED) | |||||||||
September 30, | December 31, | ||||||||
2015 | 2014 | ||||||||
Assets | |||||||||
Current assets | |||||||||
Cash | $ | 13,626 | $ | 27,810 | |||||
Cash held by variable interest entities | 50,542 | 26,011 | |||||||
Accounts receivable (owned fleet), net of allowance for doubtful accounts of $1,047 and $680 at September 30, 2015 and December 31, 2014, respectively |
51,322 | 49,524 | |||||||
Accounts receivable (managed fleet) | 6,165 | 8,498 | |||||||
Current portion of direct finance leases | 20,153 | 18,150 | |||||||
Prepaid expenses and other current assets | 13,728 | 14,806 | |||||||
Total current assets | 155,536 | 144,799 | |||||||
Restricted cash | 7,467 | 8,232 | |||||||
Rental equipment, net of accumulated depreciation of $330,802 and $274,333 at September 30, 2015 and December 31, 2014, respectively |
1,740,878 | 1,564,777 | |||||||
Net investment in direct finance leases | 83,180 | 76,814 | |||||||
Goodwill | 2,905 | - | |||||||
Intangible assets, net of accumulated amortization of $4,853 and $4,817 at September 30, 2015 and December 31, 2014, respectively |
1,298 | 273 | |||||||
Furniture, fixtures and equipment, net of accumulated depreciation of $2,692 and $2,019 at September 30, 2015 and December 31, 2014, respectively |
754 | 945 | |||||||
Total assets | $ | 1,992,018 | $ | 1,795,840 | |||||
Liabilities and Stockholders' Equity | |||||||||
Current liabilities | |||||||||
Accounts payable | $ | 11,406 | $ | 8,414 | |||||
Accrued expenses and other current liabilities | 8,335 | 9,029 | |||||||
Due to container investors | 7,615 | 12,984 | |||||||
Unearned revenue | 9,404 | 7,172 | |||||||
Current portion of debt | 133,809 | 203,199 | |||||||
Current portion of capital lease obligations | 32 | 1,015 | |||||||
Rental equipment payable | 21,750 | 7,381 | |||||||
Total current liabilities | 192,351 | 249,194 | |||||||
Debt | 1,280,112 | 1,058,754 | |||||||
Deferred income tax liability | 43,877 | 43,419 | |||||||
Capital lease obligations | - | 1,568 | |||||||
Total liabilities | 1,516,340 | 1,352,935 | |||||||
Stockholders' equity | |||||||||
Common stock: par value $.0001 per share; authorized 84,000,000 shares; issued and outstanding 20,222,243 and 20,788,277 shares at September 30, 2015 and December 31, 2014, respectively |
2 | 2 | |||||||
Additional paid-in capital | 149,888 | 154,894 | |||||||
Accumulated other comprehensive loss | (7,414 | ) | (5,677 | ) | |||||
Retained earnings | 332,317 | 292,897 | |||||||
Total CAI stockholders' equity | 474,793 | 442,116 | |||||||
Non-controlling interest | 885 | 789 | |||||||
Total stockholders' equity | 475,678 | 442,905 | |||||||
Total liabilities and stockholders' equity | $ | 1,992,018 | $ | 1,795,840 | |||||
CAI International, Inc. | ||||||||||||||||||
Consolidated Statements of Income | ||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||
(UNAUDITED) | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Revenue | ||||||||||||||||||
Rental revenue | $ | 57,542 | $ | 55,380 | $ | 169,091 | $ | 157,557 | ||||||||||
Logistics revenue | 5,406 | - | 5,474 | - | ||||||||||||||
Finance lease income | 2,256 | 2,262 | 6,953 | 6,541 | ||||||||||||||
Management fee revenue | 913 | 1,561 | 2,457 | 4,681 | ||||||||||||||
Total revenue | 66,117 | 59,203 | 183,975 | 168,779 | ||||||||||||||
Operating expenses | ||||||||||||||||||
Depreciation of rental equipment | 22,655 | 19,888 | 65,907 | 57,607 | ||||||||||||||
Storage, handling and other expenses | 8,148 | 6,532 | 21,837 | 19,322 | ||||||||||||||
Logistics cost of sales | 4,818 | - | 4,888 | - | ||||||||||||||
Gain on sale of used rental equipment | (72 | ) | (1,237 | ) | (237 | ) | (4,561 | ) | ||||||||||
Marketing, general and administrative expenses | 7,284 | 6,676 | 21,383 | 19,779 | ||||||||||||||
Amortization of intangible assets | 28 | 95 | 157 | 293 | ||||||||||||||
Loss on foreign exchange | 2 | 70 | 61 | 387 | ||||||||||||||
Total operating expenses | 42,863 | 32,024 | 113,996 | 92,827 | ||||||||||||||
Operating income | 23,254 | 27,179 | 69,979 | 75,952 | ||||||||||||||
Interest expense | 8,968 | 9,265 | 26,797 | 26,943 | ||||||||||||||
Interest income | (1 | ) | (1 | ) | (5 | ) | (6 | ) | ||||||||||
Net interest expense | 8,967 | 9,264 | 26,792 | 26,937 | ||||||||||||||
Net income before income taxes and non-controlling interest | 14,287 | 17,915 | 43,187 | 49,015 | ||||||||||||||
Income tax expense | 1,272 | 1,482 | 3,671 | 4,857 | ||||||||||||||
Net income | 13,015 | 16,433 | 39,516 | 44,158 | ||||||||||||||
Net income attributable to non-controlling interest | (26 | ) | (38 | ) | (96 | ) | (46 | ) | ||||||||||
Net income attributable to CAI common stockholders | $ | 12,989 | $ | 16,395 | $ | 39,420 | $ | 44,112 | ||||||||||
Net income per share attributable to CAI common stockholders |
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Basic | $ | 0.62 | $ | 0.78 | $ | 1.88 | $ | 2.08 | ||||||||||
Diluted | $ | 0.62 | $ | 0.77 | $ | 1.86 | $ | 2.04 | ||||||||||
Weighted average shares outstanding | ||||||||||||||||||
Basic | 20,920 | 20,936 | 20,973 | 21,193 | ||||||||||||||
Diluted | 21,059 | 21,329 | 21,236 | 21,622 | ||||||||||||||
CAI International, Inc. |
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Consolidated Statements of Cash Flows | |||||||||
(In thousands, except per share data) | |||||||||
(UNAUDITED) | |||||||||
Nine Months Ended
September 30, |
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2015 | 2014 | ||||||||
Cash flows from operating activities | |||||||||
Net income | $ | 39,516 | $ | 44,158 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Depreciation | 66,228 | 57,972 | |||||||
Amortization of debt issuance costs | 1,983 | 2,236 | |||||||
Amortization of intangible assets | 157 | 293 | |||||||
Stock-based compensation expense | 1,436 | 1,364 | |||||||
Loss on foreign exchange | 185 | 114 | |||||||
Gain on sale of used rental equipment | (237 | ) | (4,561 | ) | |||||
Deferred income taxes | 458 | 373 | |||||||
Bad debt expense | 326 | 47 | |||||||
Changes in other operating assets and liabilities: | |||||||||
Accounts receivable | 2,692 | (3,723 | ) | ||||||
Prepaid expenses and other assets | 822 | 4,399 | |||||||
Accounts payable, accrued expenses and other current liabilities | (594 | ) | 1,779 | ||||||
Due to container investors | (5,369 | ) | (1,000 | ) | |||||
Unearned revenue | 2,263 | 1,383 | |||||||
Net cash provided by operating activities | 109,866 | 104,834 | |||||||
Cash flows from investing activities | |||||||||
Purchase of rental equipment | (304,588 | ) | (226,118 | ) | |||||
Acquisition of ClearPointt Logistics LLC | (4,100 | ) | - | ||||||
Net proceeds from disposition of used rental equipment | 51,188 | 43,014 | |||||||
Purchase of furniture, fixtures and equipment | (73 | ) | (31 | ) | |||||
Receipt of principal payments from direct financing leases | 16,071 | 11,602 | |||||||
Net cash used in investing activities | (241,502 | ) | (171,533 | ) | |||||
Cash flows from financing activities | |||||||||
Proceeds from debt | 450,731 | 316,853 | |||||||
Principal payments on debt | (301,234 | ) | (212,783 | ) | |||||
Debt issuance costs | (1,662 | ) | (1,546 | ) | |||||
Decrease in restricted cash | 765 | 510 | |||||||
Repurchase of stock | (12,158 | ) | (31,390 | ) | |||||
Exercise of stock options | 4,744 | 28 | |||||||
Excess tax benefit from share-based compensation awards | 1,006 | - | |||||||
Net cash provided by financing activities | 142,192 | 71,672 | |||||||
Effect on cash of foreign currency translation | (209 | ) | (264 | ) | |||||
Net increase in cash | 10,347 | 4,709 | |||||||
Cash at beginning of the period | 53,821 | 45,741 | |||||||
Cash at end of the period | $ | 64,168 | $ | 50,450 | |||||
CAI International, Inc. | ||||||||||||
Fleet Data | ||||||||||||
(UNAUDITED) | ||||||||||||
As of September 30, | ||||||||||||
2015 | 2014 | |||||||||||
Owned container fleet in TEUs | 981,783 | 935,365 | ||||||||||
Managed container fleet in TEUs | 206,957 | 252,530 | ||||||||||
Total container fleet in TEUs | 1,188,740 | 1,187,895 | ||||||||||
Owned container fleet in CEUs | 1,026,395 | 975,745 | ||||||||||
Managed container fleet in CEUs | 185,875 | 231,516 | ||||||||||
Total container fleet in CEUs | 1,212,270 | 1,207,261 | ||||||||||
Owned railcar fleet in units | 3,955 | 2,051 | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Average Utilization | ||||||||||||
Container Fleet Utilization in TEUs | 91.3 | % | 92.4 | % | 92.3 | % | 90.9 | % | ||||
Container Fleet Utilization in CEUs | 92.0 | % | 93.0 | % | 92.9 | % | 91.7 | % | ||||
As of September 30, | ||||||||||||
2015 | 2014 | |||||||||||
Period Ending Utilization | ||||||||||||
Container Fleet Utilization in TEUs | 90.7 | % | 93.7 | % | ||||||||
Container Fleet Utilization in CEUs | 91.2 | % | 94.1 | % | ||||||||
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Utilization is computed by dividing total units on lease, in CEUs (cost equivalent units) or TEUs (twenty foot equivalent units), by the total units in our fleet, in CEUs or TEUs, excluding new units not yet leased and off-hire units designated for sale. |
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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. |
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Reconciliation of GAAP Amounts to Non-GAAP Amounts | |||||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
(UNAUDITED) | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Net income attributable to CAI common stockholders | $ | 12,989 | $ | 16,395 | $ | 39,420 | $ | 44,112 | |||||||||
Non-recurring net settlement received from customer | - | (1,856 | ) | - | (1,856 | ) | |||||||||||
Tax effect of non-recurring net settlement received from customer | - | 184 | - | 184 | |||||||||||||
Non-recurring tax charge | - | - | - | 626 | |||||||||||||
Non-recurring container management charge | - | - | 828 | - | |||||||||||||
Tax effect of non-recurring management charge | - | - | (298 | ) | - | ||||||||||||
Adjusted net income attributable to CAI common stockholders | $ | 12,989 | $ | 14,723 | $ | 39,950 | $ | 43,066 | |||||||||
Diluted net income per share attributable to CAI common stockholders | $ | 0.62 | $ | 0.77 | $ | 1.86 | $ | 2.04 | |||||||||
Diluted adjusted net income per share attributable to CAI common stockholders | $ | 0.62 | $ | 0.69 | $ | 1.88 | $ | 1.99 | |||||||||
Weighted average number of common shares used to calculate (in thousands) | |||||||||||||||||
Diluted net income per share and diluted adjusted net income per share attributable to CAI common stockholders | 21,059 | 21,329 | 21,236 | 21,622 | |||||||||||||
Conference Call
A conference call to discuss the financial results for the third quarter of 2015 will be held on Tuesday, October 27, 2015 at 5:00 p.m. ET. The dial-in number for the teleconference is 1-888-398-8098; outside of the U.S., call 1-707-287-9363. The call may be accessed live over the internet (listen only) under the “Investors” tab of CAI’s website, www.capps.com, by selecting “Q3 2015 Earnings Conference Call.” A webcast replay will be available for 30 days on the “Investors” tab of our website.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, and includes net income and earnings per share adjusted to reflect the impact of a non-recurring net settlement received from a customer and related tax effects, a non-recurring container management charge and related tax effects, and a non-recurring tax charge. These measures are not in accordance with, or an alternative for, generally accepted accounting principles, or GAAP, and may be different from non-GAAP financial measures used by other companies. We believe the presentation of non-GAAP financial measures provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of our ongoing operating performance. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for GAAP financial measures. To the extent this release contains historical non-GAAP financial measures, we have also provided a reconciliation to the corresponding GAAP financial measures for comparative purposes.
About CAI International, Inc.
CAI is one of the world’s leading transportation finance and logistics companies. As of September 30, 2015, CAI operated a worldwide fleet of approximately 1,212,000 CEUs of containers through 16 offices located in 13 countries including the United States. As of September 30, 2015, CAI also owned a fleet of 3,955 railcars, which it leases within North America.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events and the future performance of CAI, including but not limited to, the statements regarding management's business outlook on the container leasing business, management's outlook for growth of CAI’s railcar leasing investments and the outlook, benefits and synergies expected from the acquisition of ClearPointt Logistics LLC. 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 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, 2014 and 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.
CONTACT:
CAI International, Inc.
Tim Page, 415-788-0100
Chief
Financial Officer
tpage@capps.com