UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
|
|
|
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
|
| |
| ||
(Address of principal executive offices) |
| (Zip Code) |
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Le |
|
|
Title of each class | Trading symbols | Name of exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
Large accelerated filer | o | x | |
Non-accelerated filer | o | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark of 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock |
| July 31, 2020 |
Common Stock, $0.0001 par value per share |
| |
CAI INTERNATIONAL, INC.
INDEX
|
|
|
|
| Page No. |
4 | ||
Item 1. | 4 | |
| Consolidated Balance Sheets at June 30, 2020 and December 31, 2019 | 4 |
| Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019 | 6 |
| 7 | |
| 8 | |
| Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 | 9 |
| 11 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
Item 3. | 34 | |
Item 4. | 34 | |
35 | ||
Item 1. | 35 | |
Item 1A. | 35 | |
Item 2. | 36 | |
Item 3. | 36 | |
Item 4. | 36 | |
Item 5. | 36 | |
Item 6. | 37 | |
38 |
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, service development efforts, our plans regarding our logistics business and the impact of the novel coronavirus (COVID-19) on our business, financial condition, liquidity and results of operations. 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, 2019 filed with the Securities and Exchange Commission (SEC) on March 5, 2020, this Quarterly Report on Form 10-Q 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
| December 31, | ||
|
| 2020 |
| 2019 | ||
Assets |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash |
| $ | |
| $ | |
Cash held by variable interest entities |
|
| |
|
| |
Accounts receivable, net of allowance for doubtful accounts of $ |
|
|
|
|
|
|
$ |
|
| |
|
| |
Current portion of net investment in finance leases |
|
| |
|
| |
Prepaid expenses and other current assets |
|
| |
|
| |
Assets held for sale |
|
| |
|
| |
Total current assets |
|
| |
|
| |
Restricted cash |
|
| |
|
| |
Rental equipment, net of accumulated depreciation of $ |
|
|
|
|
|
|
$ |
|
| |
|
| |
Net investment in finance leases |
|
| |
|
| |
Financing receivable |
|
| |
|
| |
Other non-current assets |
|
| |
|
| |
Total assets (1) |
| $ | |
| $ | |
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accounts payable |
| $ | |
| $ | |
Accrued expenses and other current liabilities |
|
| |
|
| |
Unearned revenue |
|
| |
|
| |
Current portion of debt |
|
| |
|
| |
Rental equipment payable |
|
| |
|
| |
Liabilities held for sale |
|
| |
|
| |
Total current liabilities |
|
| |
|
| |
Debt |
|
| |
|
| |
Deferred income tax liability |
|
| |
|
| |
Other non-current liabilities |
|
| |
|
| |
Total liabilities (2) |
|
| |
|
| |
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
Preferred stock, par value $ |
|
|
|
|
|
|
|
|
|
|
|
| |
outstanding |
|
| |
|
| |
|
|
|
|
|
| |
outstanding |
|
| |
|
| |
Common stock, par value $ |
|
|
|
|
|
|
|
| |
|
| | |
Additional paid-in capital |
|
| |
|
| |
Accumulated other comprehensive loss |
|
| ( |
|
| ( |
Retained earnings |
|
| |
|
| |
Total stockholders' equity |
|
| |
|
| |
Total liabilities and stockholders' equity |
| $ | |
| $ | |
(1)
(2)
See accompanying notes to unaudited consolidated financial statements.
CAI INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
Container lease revenue | $ | |
| $ | |
| $ | |
| $ | |
Rail lease revenue |
| |
|
| |
|
| |
|
| |
Total revenue |
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
Depreciation of rental equipment |
| |
|
| |
|
| |
|
| |
Impairment of rental equipment |
| |
|
| |
|
| |
|
| |
Storage, handling and other expenses |
| |
|
| |
|
| |
|
| |
Gain on sale of rental equipment |
| ( |
|
| ( |
|
| ( |
|
| ( |
Administrative expenses |
| |
|
| |
|
| |
|
| |
Total operating expenses |
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
Net interest expense |
| |
|
| |
|
| |
|
| |
Other (income) expense |
| ( |
|
| |
|
| |
|
| |
Total other expenses |
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
| |
|
| |
|
| |
|
| |
Income tax expense (benefit) |
| |
|
| |
|
| ( |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
| |
|
| |
|
| |
|
| |
Loss from discontinued operations, net of income taxes |
| ( |
|
| ( |
|
| ( |
|
| ( |
Net (loss) income |
| ( |
|
| |
|
| ( |
|
| |
Preferred stock dividends |
| |
|
| |
|
| |
|
| |
Net (loss) income attributable to CAI common stockholders | $ | ( |
| $ | |
| $ | ( |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to CAI common stockholders |
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations | $ | |
| $ | |
| $ | |
| $ | |
Net loss from discontinued operations |
| ( |
|
| ( |
|
| ( |
|
| ( |
Net (loss) income attributable to CAI common stockholders | $ | ( |
| $ | |
| $ | ( |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to CAI |
|
|
|
|
|
|
|
|
|
|
|
common stockholders |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
Continuing operations | $ | |
| $ | |
| $ | |
| $ | |
Discontinued operations |
| ( |
|
| ( |
|
| ( |
|
| ( |
Total basic | $ | ( |
| $ | |
| $ | ( |
| $ | |
Diluted |
|
|
|
|
|
|
|
|
|
|
|
Continuing operations | $ | |
| $ | |
| $ | |
| $ | |
Discontinued operations |
| ( |
|
| ( |
|
| ( |
|
| ( |
Total diluted | $ | ( |
| $ | |
| $ | ( |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
Basic |
| |
|
| |
|
| |
|
| |
Diluted |
| |
|
| |
|
| |
|
| |
See accompanying notes to unaudited consolidated financial statements.
CAI INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
| $ | ( |
|