UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 10-Q

  

 

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

 For the quarterly period ended September 30, 2017



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)

 

 



 

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  ☒    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  ☒    No   ☐

 

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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.

 





  

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

 

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

 









 

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 CAI INTERNATIONAL, INC.

INDEX

 



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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, 2016 filed with the Securities and Exchange Commission (SEC) on March 13, 2017 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.



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PART I — FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS



 CAI INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

(UNAUDITED)



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See accompanying notes to unaudited consolidated financial statements. 

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CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(UNAUDITED)

 



See accompanying notes to unaudited consolidated financial statements.

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CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(UNAUDITED)





See accompanying notes to unaudited consolidated financial statements.

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CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(UNAUDITED)





See accompanying notes to unaudited consolidated financial statements.

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



(1)  The Company and Nature of Operations

Organization

CAI International, Inc., together with its subsidiaries (collectively, CAI or the Company), is a transportation finance and logistics company. The Company purchases equipment, primarily intermodal shipping containers and railcars, which it leases to its customers. The Company also manages equipment for third-party investors. In operating its fleet, the Company leases, re-leases and disposes of equipment and contracts for the repair, repositioning and storage of equipment. The Company also provides domestic and international logistics services.

In February 2016, the Company purchased Challenger Overseas LLC (Challenger), a Non-Vessel Operating Common Carrier, for approximately $10.8 million. Challenger is headquartered in Eatontown, New Jersey.

In June 2016, the Company purchased Hybrid Logistics, Inc. and its affiliate, General Transportation Services, Inc. (collectively, Hybrid), asset light truck brokers, for approximately $12.0 million. Hybrid is headquartered in Portland, Oregon.

The Company’s common stock is traded on the New York Stock Exchange under the symbol “CAI.” 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 CAI International, Inc., its wholly-owned subsidiaries, and its previously 80%-owned subsidiary, CAIJ, Inc. (CAIJ), up to its date of disposal in April 2016. All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal, recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2017 and December 31, 2016, the Company’s results of operations for the three and nine months ended September 30, 2017 and 2016, and the Company’s cash flows for the nine months ended September 30, 2017 and 2016. 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 2017 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 (U.S. GAAP) 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, 2016, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 13, 2017.

 

(2)  Accounting Policies and Recent Accounting Pronouncements

Accounting Policies

Container rental equipment is recorded at original cost and depreciated to an estimated residual value on a straight-line basis over its estimated useful life. The estimated useful lives and residual values of the Company’s container equipment are based on historical disposal experience and the Company’s expectations for future used container sale prices. Depreciation estimates are reviewed on a regular basis to determine whether sustained changes have taken place in the useful lives of equipment or assigned residual values, which would suggest that a change in depreciation estimates is warranted.

After the Company conducted its regular depreciation policy review for 2016, it concluded that a change in the estimated residual value for 40-foot high cube dry van containers from $1,650 to $1,400 per container, effective July 1, 2016, was appropriate. The change increased the Company’s depreciation expense by $4.4 million, decreased net income by $4.3 million, and decreased diluted earnings per share by $0.22, for the nine months ended September 30, 2017.

The Company continuously monitors disposal prices across its entire portfolio for indications of a sustained market downturn. The Company will adjust its residual value estimates as and when conditions warrant.

Except as described below in “Recent Accounting Pronouncements,” there were no changes to the Company’s accounting policies during the nine months ended September 30, 2017. See Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 13, 2017, for a description of the Company’s significant accounting policies. 

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). The new standard simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. The new guidance also allows an entity to make a policy election to account for forfeitures as they occur. The Company adopted ASU 2016-09 effective January 1, 2017. Accordingly, excess tax benefits or deficiencies from stock-based compensation are now reflected in the consolidated statements of income as a component of the provision for income taxes, whereas they were previously recognized in equity. As a result of the adoption of ASU 2016-09, the Company recognized $1.0 million in deferred tax assets associated with excess tax benefits not previously recognized in deferred taxes as a cumulative-effect adjustment to retained earnings as of January 1, 2017. Adoption of the new standard did not have a material impact on our provision for income taxes for the three and nine months ended September 30, 2017. The Company elected to apply the change in presentation to the statements of cash flows prospectively and elected to account for forfeitures as they occur, rather than estimate expected forfeitures, which did not have a material impact on the Company’s consolidated financial statements. 



(3)  Insurance Receivable and Impairment

In August 2016, Hanjin Shipping Co., Ltd. (Hanjin) filed for bankruptcy protection from its creditors. Based on the recovery of Hanjin containers to date and prior experience, the Company believes that most of its containers will be recovered. As of September 30, 2017, the Company has recovered approximately 92% of the containers that were on lease to Hanjin. The Company maintains insurance to cover the value of containers that are unlikely to be recovered from its customers, the cost to recover and repair containers, and up to 180 days of lost lease rental income, subject to deductibles of $0.5 million and $2.0 million.

During the year ended December 31, 2016, the Company recorded an impairment of $3.2 million representing the book value of containers the Company estimated would not be recovered from Hanjin. As of December 31, 2016, an insurance receivable of $3.8 million was recorded for $1.2 million of estimated unrecoverable containers in excess of the insurance deductible, which was recorded in depreciation expense, and $2.6 million of recovery costs, which was recorded as a reduction to storage, handling and other expenses for the year ended December 31, 2016. During the nine months ended September 30, 2017, the Company recorded an additional insurance receivable of $7.4 million for $2.2 million of lost lease rental income, recognized as container lease income, and $1.5 million of repair costs and $3.7 million of recovery costs, recorded as a reduction to storage, handling and other expenses. The Company also received insurance proceeds of $8.0 million, which was recorded as a reduction to the insurance receivable. As of September 30, 2017, the insurance receivable related to this customer was $3.2 million, of which payment of $1.5 million was received in October 2017.



(4)  Consolidation of Variable Interest Entities

The Company regularly performs a review of its container fund arrangements with investors to determine whether or not it has a variable interest in the fund and if the fund is a variable interest entity (VIE). If it is determined that the Company does not have a variable interest in the fund, further analysis is not required and the Company does not consolidate the fund. If it is determined that the Company does have a variable interest in the fund and the fund is 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 FASB ASC Topic 810:

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 FASB ASC Topic 810, Consolidation.  

The Company currently enters into two types of container fund arrangements with investors which are reviewed under FASB ASC Topic 810, Consolidation. These arrangements include container funds that the Company manages for investors and container funds that have entered into financing arrangements with investors. Several of the funds that the Company manages and funds under financing arrangements are Japanese container funds that were established under separate investment agreements allowed under Japanese commercial laws (see Note 14). Each of the funds is financed by unrelated Japanese third-party investors.

Managed Container Funds

The fees earned by the Company for arranging, managing and establishing container funds are commensurate with the level of effort required to provide those services, and are at or above the same level of seniority as other operating liabilities of the funds that are incurred in the normal course of business. As such, the Company does not have a variable interest in the managed containers funds, and does not consolidate those funds. The Company recognizes gain on sale of containers to the unconsolidated funds as sales in the ordinary course of business. No container portfolios were sold to the Japanese funds in the three and nine months ended September 30, 2017 and 2016.  

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Collateralized Financing Obligations

The Company has transferred containers 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 FASB ASC Topic 840, Sale-Leaseback Transactions, the Company concluded these were financing transactions under which sale-leaseback accounting was not applicable.

The terms of the transactions with container funds under financing arrangements 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. The funds are considered VIEs under FASB ASC Topic 810, Consolidation, 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. 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, 2017, and December 31, 2016, and the results of the VIEs’ operations and cash flows for the three and nine months ended September 30, 2017 and 2016, in the Company’s consolidated financial statements.

The containers that were transferred to the Japanese investor funds had a net book value of $66.1 million as of September 30, 2017. The container equipment, together with $22.4 million of cash held by the investor funds that can only be used to settle the liabilities of the VIEs, has been included on the Company’s consolidated balance sheets with the related liability presented in the debt section of the Company’s consolidated balance sheets as collateralized financing obligations of $90.7 million and term loans held by VIE of $3.7 million.  No gain or loss was recognized by the Company on the initial consolidation of the VIEs. Containers sold to the Japanese investor funds during the three months ended September 30, 2017 and 2016, had a net book value of $6.0 million and $9.2 million, respectively. Containers sold to the Japanese investor funds during the nine months ended September 30, 2017 and 2016, had a  book value of $13.2 million and $26.1 million, respectively.



(5)  Acquisitions

In 2016, the Company completed the acquisitions of Challenger and Hybrid, for total consideration of $22.8 million, $6.0 million of which was contingent and based on their future performance. The aggregate allocation of the combined purchase price included $1.2 million of cash, $9.9 million of identifiable intangible assets, $12.9 million of residual goodwill, and $1.2 million of net liabilities assumed.

The contingent consideration liability was $2.2 million as of December 31, 2016. Expected future payments of $2.1 million and $0.1 million were recorded in Other long-term liabilities and Accrued expenses and Other current liabilities, respectively, in the Company’s consolidated balance sheets at December 31, 2016. Based on the forecasted future performance of Challenger and Hybrid, it has been estimated that there will be no future payments made and, as a result, the fair value of the contingent consideration liability has been estimated to be zero at September 30, 2017. The following table provides a reconciliation of the contingent consideration liability measured at estimated fair value based on the balance as of December 31, 2016 and updated quarterly for the nine months ended September 30, 2017 (in thousands):













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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



(6)  Rental Equipment

The following table provides a summary of the Company’s rental equipment (in thousands):









(7)  Net Investment in Direct Finance Leases 

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

 







In order to estimate the allowance for losses contained in 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 moderate.

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.

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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):

 



Contractual maturities of the Company's gross finance lease receivables subsequent to and as of September 30, 2017 for the years ending September 30 were as follows (in thousands):













(8)  Intangible Assets

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





The Company’s intangible assets as of September 30, 2017 and December 31, 2016 were as follows (in thousands):





     





Total amortization expense was $0.4 million for both the three months ended September 30, 2017 and 2016, respectively, and $1.5 million and $0.7 million for the nine months ended September 30, 2017 and 2016, respectively, and was included in administrative expenses in the consolidated statements of income.

As of September 30, 2017, estimated future amortization expenses are as follows (in thousands):























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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



(9)  Debt

Details of the Company’s debt as of September 30, 2017 and December 31, 2016 were as follows (dollars in thousands):





On June 16, 2017, the Company entered into an amendment to the Third Amended and Restated Revolving Credit Agreement, pursuant to which the revolving credit facility was amended to increase the commitment level from $775.0 million to $960.0 million. 

The Company maintains its revolving credit facilities to finance the acquisition of rental equipment and for general working capital purposes. As of September 30, 2017, the Company had $813.9 million in total availability under its revolving credit facilities (net of $0.1 million in letters of credit). 

On July 6, 2017, CAL Funding III Limited (CAL Funding III), a wholly-owned indirect subsidiary of CAI, issued $240.9 million of 3.6% Class A fixed rate asset-backed notes and $12.2 million of 4.6% Class B fixed rate asset-backed notes (collectively, the Notes). Principal and interest on the Notes is payable monthly commencing on July 25, 2017, with the Notes maturing in June 2042. The proceeds from the Notes were used for general corporate purposes, including repayment of debt by the Company. The Notes are secured by all of the assets of CAL Funding III.

The agreements relating to all of the Company’s debt contain various financial and other covenants. As of September 30, 2017, the Company was in compliance with all of its debt covenants.

For further information on the Company’s debt instruments, see Note 10 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 13, 2017.



(10)  Stock–Based Compensation Plan

Stock Options

The Company grants stock options from time to time to certain employees and independent directors pursuant to its 2007 Equity Incentive Plan, as amended (Plan). Under the Plan, a maximum of 3,421,980 share awards may be granted.

Stock options granted to employees have a vesting period of four years from grant date, with 25% vesting after one year, and 1/48th vesting each month thereafter until fully vested. Stock options granted to independent directors vest in one year. All of the stock options have a contractual term of ten years.

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



The following table summarizes the Company’s stock option activities for the nine months ended September 30, 2017 and 2016:





The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2017 was $2.2 million. The aggregate intrinsic value of all options outstanding as of September 30, 2017 was $18.6 million based on the closing price of the Company’s common stock of $30.32 per share on September 29, 2017, the last trading day of the quarter.

The Company recognized stock-based compensation expense relating to stock options of $0.4 million and $0.3 million for the three months ended September 30, 2017 and 2016, respectively,  and $1.2 million and $1.0 million for the nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017, the remaining unamortized stock-based compensation cost relating to stock options granted to the Company’s employees and independent directors was approximately $2.9 million, which is to be recognized over the remaining weighted average vesting period of approximately 2.5 years.

The fair value of stock options granted to the Company’s employees and independent directors was estimated using the Black-Scholes-Merton pricing model using the following weighted average assumptions:







The expected option term is calculated using the simplified method in accordance with SEC guidance. The expected volatility was derived from the average volatility of the Company’s stock over a period approximating the expected term of the options. The risk-free rate is based on the daily U.S. Treasury yield curve with a term approximating the expected term of the options. No forfeiture rate was estimated on all options granted during the nine months ended September 30, 2017, as the Company accounts for forfeitures as they occur (see Note 2).

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Restricted Stock

The Company grants restricted stock from time to time to certain employees pursuant to the Plan. The restricted stock is valued based on the closing price of the Company’s stock on the date of grant and has a vesting period of four years. The following table summarizes the activity of restricted stock under the Plan:





The Company recognized $0.1  million of stock-based compensation expense relating to restricted stock for both the three months ended September 30, 2017 and 2016, and $0.4 million and $0.3 million for the nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017, unamortized stock-based compensation expense relating to restricted stock was $1.0 million, which will be recognized over the remaining average vesting period of 2.6 years.

Stock-based compensation expense is recorded as a component of administrative expenses in the Company’s consolidated statements of income with a corresponding credit to additional paid-in capital in the Company’s consolidated balance sheets.



(11)  Income Taxes

The consolidated income tax expense for the three and nine months ended September 30, 2017 and 2016, was determined based upon estimates of the Company’s consolidated annual effective income tax rate for the years ending December 31, 2017 and 2016, respectively. The difference between the consolidated annual effective income tax rate and the U.S. federal statutory rate is primarily attributable to foreign income taxes, state income taxes and the effect of certain permanent differences.

The Company’s estimated effective tax rate was 1.5% at September 30, 2017, compared to 38.0% at September 30, 2016. The lower estimated effective tax rate at September 30, 2017 was due to a significant increase in the proportion of pretax income generated in lower tax jurisdictions.

The Company accounts for uncertain tax positions based on an evaluation as to whether it is more likely than not that a position will be sustained on audit, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the appropriate tax authorities have full knowledge of all relevant information concerning the tax position. Once it has been determined that a tax position is more likely than not to be sustained on its technical merits, the tax benefit recognized is based on the largest amount that is greater than 50% likely of being realized upon ultimate settlement. As of September 30, 2017, the Company had unrecognized tax benefits of $0.2 million, which if recognized, would reduce the Company’s effective tax rate. Total accrued interest relating to unrecognized tax benefits was less than $0.1 million as of September 30, 2017. The Company does not believe the total amount of unrecognized tax benefits as of September 30, 2017 will change for the remainder of 2017.  

The Company was notified on May 1, 2017 that their 2015 federal income tax return was selected for examination. An initial meeting with the examining agent was held in August 2017. The examination is in its preliminary data gathering stage.



(12)  Fair Value of Financial Instruments 

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company’s asset-backed notes of $459.6 million and collateralized financing obligations of $90.7 million as of September 30, 2017 were estimated to have a fair value of approximately $458.0 million and $92.2 million, respectively, based on the fair value of estimated future payments calculated using prevailing interest rates. The fair value of these financial instruments would be categorized as Level 2 in the fair value hierarchy. Management believes that the balances of the Company’s revolving credit facilities of $675.5 million, term loans totaling $301.7 million, senior secured notes of $65.0 million, term loans held by VIE of $3.7 million and net investment in direct finance leases of $227.9 approximate their fair values as of September 30, 2017. The fair value of these financial instruments would be categorized as Level 2 in the fair value hierarchy.

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



(13)  Commitments and Contingencies 

In addition to its debt obligations described in Note 9 above, the Company had commitments to purchase approximately $63.9 million of containers and $150.2 million of railcars as of September 30, 2017;  $63.9 million of containers and $113.5 million of railcars in the twelve months ending September 30, 2018 and $36.7 million of railcars in the twelve months ending September 30, 2019. The Company also utilizes certain office facilities and equipment under long-term non-cancellable operating lease agreements with total future minimum lease payments of approximately $4.3 million as of September 30, 2017.



(14)  Related Party Transactions

The Company has transferred legal ownership of certain containers to Japanese container funds that were established by Japan Investment Adviser Co., Ltd. (JIA) and CAIJ, Inc. (CAIJ). Prior to April 2016, CAIJ was an 80%-owned subsidiary of CAI with the remaining 20% owned by JIA. Prior to the transfer of containers from the Company, the container funds received contributions from unrelated Japanese investors, under separate Japanese investment agreements allowed under Japanese commercial laws. The contributions were used to purchase container equipment from the Company. Under the terms of the agreements, the CAI-related Japanese entities manage the activities of certain Japanese entities but may outsource the whole or part of each operation to a third party. Pursuant to its services agreements with investors, the Japanese container funds outsourced the general management of their operations to CAIJ. The Japanese container funds also entered into equipment management service agreements and financing arrangements whereby the Company managed the leasing activity of containers owned by the Japanese container funds.

As described in Note 4, the Japanese managed container funds and financing arrangements are considered VIEs. However, with the exception of the financing arrangements described in Note 4, the Company does not consider its interest in the managed Japanese container funds to be a variable interest. As such, the Company did not consolidate the assets and liabilities, results of operations or cash flows of these funds in its consolidated financial statements.  

As described in Note 4, the Company has included in its consolidated financial statements, the assets and liabilities, results of operations, and cash flows of the financing arrangements, in accordance with FASB ASC Topic 810, Consolidation. 



(15)  Segment and Geographic Information

The Company organizes itself by the nature of the services it provides which includes equipment leasing (consisting of container leasing and rail leasing) and logistics.

The container leasing segment is aggregated with equipment management and derives its revenue from the ownership and leasing of containers and fees earned for managing container portfolios on behalf of third party investors. The rail leasing segment derives its revenue from the ownership and leasing of railcars. The logistics segment derives its revenue from the provision of logistics services. There are no inter-segment revenues.

With the exception of administrative expenses, operating expenses are directly attributable to each segment. Administrative expenses that are not directly attributable to a segment are allocated to container or rail leasing based on the net book value of equipment in each segment.

The following tables show condensed segment information for the three and nine months ended September 30, 2017 and 2016, reconciled to the Company’s income before income taxes and non-controlling interest as shown in its consolidated statements of income for such periods (in thousands):







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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)





















(1)  Represents cash disbursements for purchasing of rental equipment as reflected in the consolidated statements of cash flows for the periods indicated.



Geographic Data

The Company earns its revenue primarily from intermodal containers which are deployed by its customers in a wide variety of global trade routes. Virtually all of the Company’s containers are used internationally and typically no container is domiciled in one particular place for a prolonged period of time. As such, substantially all of the Company’s long-lived assets are considered to be international, with no single country of use.

The Company’s railcars, with a net book value of $397.2 million as of September 30, 2017, are used primarily to transport cargo within North America.

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CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



The following table represents the geographic allocation of revenue for the periods indicated based on customers’ primary domicile (in thousands):













(16)  Earnings Per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive.

The following table sets forth the reconciliation of basic and diluted net income per share for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):





The calculation of diluted earnings per share for the three months ended September 30, 2017 and 2016, excluded from the denominator 41,989 and 1,231,455 shares, respectively, of common stock options because their effect would have been anti-dilutive.  The calculation of diluted earnings per share for the nine months ended September 30, 2017 and 2016, excluded from the denominator 822,226 and 1,103,495 shares, respectively, of common stock options because their effect would have been anti-dilutive.











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ITEM 2:    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 13, 2017.  In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those contained in or implied by any forward-looking statements.  The financial information included in this discussion and in our consolidated financial statements may not be indicative of our consolidated financial position, operating results, changes in equity and cash flows in the future. See “Special Note Regarding Forward-Looking Statements” included earlier in this report.

Unless the context requires otherwise, references to “CAI,” the “Company,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q refer to CAI International, Inc. and its subsidiaries.

Overview 

We are one of the world’s leading transportation finance and logistics companies. We purchase equipment, primarily intermodal shipping containers and railcars, which we lease to our customers. We also manage equipment for third-party investors. In operating our fleet, we lease, re-lease and dispose of equipment and contract for the repair, repositioning and storage of equipment. We also provide domestic and international logistics services, through CAI Logistics, Challenger Overseas LLC and Hybrid Logistics, Inc.  

In February 2016, we purchased Challenger Overseas LLC (Challenger), a Non-Vessel Operating Common Carrier, for approximately $10.8 million. Challenger is headquartered in Eatontown, New Jersey.

In June 2016, we purchased Hybrid Logistics, Inc. and its affiliate, General Transportation Services, Inc. (collectively, Hybrid), asset light truck brokers, for approximately $12.0 million. Hybrid is headquartered in Portland, Oregon.

The following tables show the composition of our fleet as of September 30, 2017 and 2016, and our average utilization for the three and nine months ended September 30, 2017 and 2016:



 



The intermodal marine container industry-standard measurement unit is the 20-foot equivalent unit (TEU), which compares the size of a container to a standard 20-foot container. For example, a 20-foot container is equivalent to one TEU and a 40-foot container is equivalent to two TEUs. Containers can also be measured in cost equivalent units (CEUs), whereby the cost of each type of container is expressed as a ratio relative to the cost 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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Utilization of containers is computed by dividing the average total units on lease during the period in CEUs, by the average total CEUs in our container fleet during the period. Utilization of railcars is computed by dividing the average number of railcars on lease during the period by the average total number of railcars in our fleet during the period. In both cases, the total fleet excludes new units not yet leased and off-hire units designated for sale. If new units not yet leased are included in the total fleet, utilization would be 97.2% and 95.9% for the total container fleet, 97.2% and 95.9% for the owned container fleet,  and 77.4% and 79.9% for the railcar fleet, for the three and nine months ended September 30, 2017, respectively. 

On August 31, 2016, Hanjin Shipping Co., Ltd. (Hanjin), the world’s  7th largest container shipping line, announced that it had filed for court protection in South Korea from its creditors. At the time of default, we had approximately 15,000 owned containers on lease to Hanjin representing $40 million of equipment exposure based on net book value, or approximately 2% of our rental revenue assets. We maintain insolvency insurance that covers the value of unreturned containers, damage to recovered containers, recovery costs, legal expenses, and the loss of post-bankruptcy income for a period from the default date to the earlier of the return of the equipment or six months. As discussed below, during the nine months ended September 30, 2017, we recognized $2.2 million in container lease revenue from insurance proceeds for lost revenue associated with the bankruptcy of Hanjin.

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016 

The following table summarizes our operating results for the three months ended September 30, 2017 and 2016 (dollars in thousands):





Total revenue for the three months ended September 30, 2017 increased $11.7 million, or 15%, compared to the three months ended September 30, 2016, due to a $12.2 million, or 25%, increase in container lease income,  offset by a $0.3 million, or 4%, decrease in rail lease income and a  $0.2 million, or 1%, decrease in logistics revenue. Operating expenses for the three months ended September 30, 2017 decreased $12.8 million, or 18%, compared to the three months ended September 30, 2016, as a result of a $2.1 million, or 7%, decrease in depreciation expense, a $5.3 million, or 60%, decrease in storage, handling and other expenses, a $0.2 million, or 1%, decrease in logistics transportation costs,  a $5.0 million, or 150%, decrease in loss on sale of used rental equipment, and a $0.3 million, or 3%, decrease in administrative expenses. Total other expenses, primarily net interest expense, for the three months ended September 30, 2017 increased $3.4 million, or 31%, compared with the three months ended September 30, 2016. The increase in revenue and decrease in operating expenses resulted in a $23.0 million, or 423%, increase in net income attributable to CAI common stockholders for the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Revenue. The following discussion explains the significant changes in the composition of our total revenue for the three months ended September 30, 2017, compared to the three months ended September 30,  2016:

Container Lease Income. Container lease income increased  $12.2 million, or 25%, to $61.9 million for the three months ended September 30, 2017, from $49.7 million for the three months ended September 30, 2016.  Rental revenue increased by $10.7 million, primarily due to a 23% increase in the average number of CEUs of on-lease owned containers and a $0.9 million increase in handling revenues as a result of an increase in lease-outs between the two periods. The increase in rental revenue was partially offset by a  $0.5 million decrease resulting from a 1% decrease in average owned container per diem rental rates and a $0.5 million decrease in repair fees and other container revenue as a result of our efforts in the prior year to off-load older containers from our fleet. In addition to the net increase in rental revenue, there was an increase of $1.4 million in finance lease income as a result of an increase in our investment in direct finance leases.

Rail Lease Income. Rail lease income decreased $0.3 million, or 4%, to $7.3 million for the three months ended September 30, 2017, from $7.6 million for the three months ended September 30, 2016, primarily due to a $0.4 million decrease resulting from the expiration of a significant lease. 

Logistics Revenue. Logistics revenue remained relatively consistent between the two periods, decreasing by  $0.2 million, or 1%, to $21.0 million for the three months ended September 30, 2017, from $21.2 million for the three months ended September 30, 2016.

Expenses.  The following discussion explains the significant changes in expenses for the three months ended September 30, 2017 compared to the three months ended September 30, 2016:

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Depreciation of Rental Equipment. Depreciation of rental equipment decreased by $2.1 million, or 7%, to $27.8 million for the three months ended September 30, 2017, from $29.9 million for the three months ended September 30, 2016. This decrease was primarily due to the one-time impairment charge of $2.0 million, related to the Hanjin bankruptcy, recorded during the three months ended September 2016. Increased depreciation caused by investment in the owned container fleet has been offset by the decreasing impact of the change in residual values that was made effective on July 1, 2016.

Storage, Handling and Other Expenses. Storage, handling and other expenses decreased by $5.3 million, or 60%, to $3.5 million for the three months ended September 30, 2017, from $8.8 million for the three months ended September 30, 2016. The decrease was primarily attributable to a $3.6 million decrease in storage costs as the size of the off-lease fleet decreased and $1.5 million of insurance proceeds recorded related to repair costs associated with the previously reported Hanjin bankruptcy. These decreases were partially offset by a $0.5 million increase in storage and handling expenses in the Rail business as the size of the fleet increased, and decreased utilization led to increased storage costs. 

Logistics Transportation Costs.  Logistics transportation costs remained relatively consistent between the two periods, decreasing by $0.2 million, or 1%, to $17.9 million for the three months ended September 30, 2017, from $18.0 million for the three months ended September 30, 2016.  The gross margin generated from our logistics business also remained consistent between the two periods at $3.2 million for both the three months ended September 30, 2017 and 2016.

Gain on Sale of Used Rental Equipment. We recorded a gain on the sale of used rental equipment of $1.7 million during the three months ended September 30, 2017, compared to a loss of $3.3 million for the three months ended September 30, 2016.  While we sold approximately 41% less used containers compared to the prior year, there was an increase of 175% in the average margin per unit, resulting in an increase in gain on sale of used rental equipment. 

Administrative Expenses. Administrative expenses decreased by $0.3 million, or 3%, to $10.8 million for the three months ended September 30, 2017, from $11.1 million for the three months ended September 30, 2016. Administrative expenses during the three months ended September 30, 2016 included $2.2 million of bad debt expense related to the Hanjin bankruptcy. Excluding this expense, administrative expenses would have increased by $1.9 million, primarily due to a $1.4 million increase in payroll-related costs as a result of an increase in headcount and an increase in the bonus accrual, as well as a $0.7 million increase in bad debt expense arising from certain slow paying customers. These increases  were partially offset by a $0.6 million reduction in the contingent consideration liability related to acquisitions.

Net Interest Expense. Net interest expense increased by $3.1 million, or 28%, to $14.0 million for the three months ended September 30, 2017, from $10.9 million for the three months ended September 30, 2016.  The increase was due to an increase in the average loan principal balance between the two periods, as well as an  increase in our average interest rate, caused by an increase in LIBOR, from approximately 2.6% to 3.1%.

Other Expense. Other expense increased by $0.4 million, or 428%, to $0.4 million for the three months ended September 30, 2017, from a $0.1 million loss for the three months ended September 30, 2016,  due to foreign exchange losses. Gains and losses on foreign currency primarily occur when foreign denominated financial assets and liabilities are either settled or re-measured in U.S. dollars. The loss on foreign exchange for the three months ended September 30, 2017 was caused primarily by settling intercompany loans that were denominated in Euros.

Income Tax Expense. Income tax expense decreased by $1.9 million, or 106%, to a  benefit of $0.1 million for the three months ended September 30, 2017, from an expense of $1.8 million for the three months ended September 30, 2016. The estimated effective tax rate at September 30, 2017 was 1.5%, compared to 38.0% for the three months ended September 30, 2016.  The lower estimated effective tax rate at September 30, 2017 was due to an increase in the proportion of pretax income generated in lower tax jurisdictions.



Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016 

The following table summarizes our operating results for the nine months ended September 30, 2017 and 2016 (dollars in thousands):





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Total revenue for the nine months ended September 30, 2017 increased $37.3 million, or 17%, compared to the nine months ended September 30, 2016, due to a $16.9 million, or 11%, increase in container lease income, a $1.0 million, or 4%, increase in rail lease income and a $19.4 million, or 46%, increase in logistics revenue. Operating expenses for the nine months ended September 30, 2017 increased $3.3 million, or 2%, compared to the nine months ended September 30, 2016, as a result of a $5.4 million, or 7%, increase in depreciation expense, a $16.5 million, or 47%, increase in logistics transportation costs, and a $2.5 million, or 9%, increase in administrative expenses, offset by a $10.5 million, or 39%, decrease in storage, handing and other expenses and a $10.5 million, or 132%, decrease in loss on sale of used rental equipment. Total other expenses, primarily net interest expense, for the nine months ended September 30, 2017 increased $6.6 million, or 21%, compared with the nine months ended September 30, 2016. The increase in revenue was partially offset by the increase in operating expenses, and resulted in a $30.1 million, or 560%, increase in net income attributable to CAI common stockholders for the nine months ended September 30, 2017 compared to the same nine-month period in 2016.

Revenue. The following discussion explains the significant changes in the composition of our total revenue for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016:

Container Lease Income. Container lease income increased $16.9 million, or 11%, to $169.8 million for the nine months ended September 30, 2017, from $152.9 million for the nine months ended September 30, 2016. Rental revenue increased by $21.0 million due to a 15% increase in the average number of CEUs of on-lease owned containers, partially offset by a $4.3 million decrease resulting from a 3% decrease in average owned container per diem rental rates. The reduction in average container per diem rental rates has been caused by competitive market pressure.  

Rail Lease Income. Rail lease income increased $1.0 million, or 4%, to $23.5 million for the nine months ended September 30, 2017, from $22.5 million for the nine months ended September 30, 2016, primarily as a result of an 8% increase in the average size of our on-lease railcar fleet during the last twelve months, partially offset by a  $0.4 million decrease resulting from the expiration of a significant lease. 

Logistics Revenue. Logistics revenue increased $19.4 million, or 46%, to $61.1 million for the nine months ended September 30, 2017, from $41.7 million for the nine months ended September 30, 2016. The increase was primarily due to an additional $17.9 million of revenue from the acquisition of Challenger in February 2016 and Hybrid in June 2016, as well as new customers generating an additional $1.5 million of revenue at CAI Logistics.

Expenses.  The following discussion explains the significant changes in expenses for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016:

Depreciation of Rental Equipment. Depreciation of rental equipment increased by $5.4 million, or 7%, to $82.8 million for the nine months ended September 30, 2017, from $77.4 million for the nine months ended September 30, 2016. This increase was primarily attributable to an increase of $4.4 million resulting from a decrease in the residual value estimate for 40-foot high cube dry van containers implemented in 2016, a $1.3 million write-off of rental equipment on lease to a bankrupt customer, and an increase of $1.9 million in depreciation attributable to our railcar fleet, reflecting the increase in size of our railcar fleet over the past twelve months. The increase was partially offset by a decrease due to the one-time impairment charge of $2.0 million, related to the Hanjin bankruptcy, recorded during the nine months ended September 2016.  

Storage, Handling and Other Expenses. Storage, handling and other expenses decreased by $10.5 million, or 39%, to $16.7 million for the nine months ended September 30, 2017, from $27.2 million for the nine months ended September 30, 2016. The decrease was primarily attributable to a $10.6 million decrease in storage costs as the size of the off-lease fleet decreased compared to the prior year and $1.5 million of insurance proceeds recorded related to repair costs associated with the previously reported Hanjin bankruptcy. These decreases were partially offset by a $1.3 million increase in storage and handling expenses in the Rail business as the size of the fleet increased, while utilization decreased by 5%, and an increase of $0.5 million in container liability insurance premium resulting from the Hanjin insurance claim.  

Logistics Transportation Costs. Logistics transportation costs increased by $16.5 million, or 47%, to $51.6 million for the nine months ended September 30, 2017, from $35.1 million for the nine months ended September 30, 2016. The increase was mainly attributable to an additional $15.3 million of costs from the acquisition of Challenger in February 2016 and Hybrid in June 2016, as well as an increase of $1.2 million in CAI Logistics costs as a result of new customer activity. The gross margin generated from our logistics business increased from $6.6 million for the nine months ended September 30, 2016 to $9.5 million for the nine months ended September 30, 2017, primarily due to the acquisitions made in the logistics business in 2016.

Gain on Sale of Used Rental Equipment. We recorded a gain on the sale of used rental equipment of $2.5 million during the nine months ended September 30, 2017, compared to a loss of $8.0 million for the nine months ended September 30, 2016. While we sold 13% less used containers compared to the prior year, there was an increase of 137% in the average margin per unit, resulting in a  gain on sale of used rental equipment. 

Administrative Expenses. Administrative expenses increased by $2.5 million, or 9%, to $31.2 million for the nine months ended September 30, 2017, from $28.8 million for the nine months ended September 30, 2016. The increase was primarily a result of $3.7 million of additional administrative expenses incurred by our newly acquired logistics companies, partially offset by a $1.2 million reduction in the contingent consideration liability related to the acquisitions.

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Net Interest Expense. Net interest expense increased by $6.4 million, or 20%, to $37.9 million for the nine months ended September 30, 2017, from $31.5 million for the nine months ended September 30, 2016. The increase was due to an increase in the average loan principal balance between the two periods, as well as an increase in our average interest rate, caused by an increase in LIBOR, from approximately 2.6% to 3.1%.

Other Expense. Other expense increased by $0.2 million, or 60%, to $0.7 million for the nine months ended September 30, 2017, from $0.4 million for the nine months ended September 30, 2016, which related to foreign exchange losses. Gains and losses on foreign currency primarily occur when foreign denominated financial assets and liabilities are either settled or re-measured in U.S. dollars. The loss on foreign exchange for the three months ended September 30, 2017 was caused primarily by settling intercompany loans that were denominated in Euros.

Income Tax Expense. Income tax expense decreased by $2.8 million, or 83%, to $0.5 million for the nine months ended September 30, 2017, from $3.3 million for the nine months ended September 30, 2016. The estimated effective tax rate at September 30, 2017 was 1.5%, compared to 38.0% for the nine months ended September 30, 2016. The lower estimated effective tax rate at September 30, 2017 was due to an increase in the proportion of pretax income generated in lower tax jurisdictions.



Liquidity and Capital Resources

As of September 30, 2017, we had cash and cash equivalents of $35.0 million, including $22.4 million of cash held by variable interest entities.  Our principal sources of liquidity are cash in-flows provided by operating activities,  proceeds from the sale of rental equipment, borrowings from financial institutions, and equity offerings. Our cash in-flows are used to finance capital expenditures and meet debt service requirements.

As of September 30, 2017, our outstanding indebtedness and current maximum borrowing level was comprised of the following (in thousands):







As of September 30, 2017, we had $813.9 million in availability under our revolving credit facilities (net of $0.1 million in letters of credit) subject to our ability to meet the collateral requirements under the agreements governing the facilities. Based on the borrowing base and collateral requirements at September 30, 2017, the borrowing availability under our revolving credit facilities was $74.6 million, assuming no additional contributions of assets.

On July 6, 2017, CAL Funding III Limited (CAL Funding III), a wholly-owned indirect subsidiary of CAI, issued $240.9 million of 3.6% Class A fixed rate asset-backed notes and $12.2 million of 4.6% Class B fixed rate asset-backed notes (collectively, the Notes). Principal and interest on the Notes is payable monthly commencing on July 25, 2017, with the Notes maturing in June 2042. The proceeds from the Notes were used for general corporate purposes, including repayment of outstanding debt. The Notes are secured by all of the assets of CAL Funding III.

For further information on our debt instruments, see Note 9 to the consolidated financial statements in this Quarterly Report on Form 10-Q and Note 10 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 13, 2017.

Assuming that our lenders remain solvent, we currently believe that cash provided by operating activities and existing cash, proceeds from the sale of rental equipment, and borrowing availability under our debt facilities are sufficient to meet our liquidity needs for at least the next twelve months. We will continue to monitor our liquidity and the credit markets.

In addition to customary events of default, our revolving credit facilities and term loans contain restrictive covenants, including limitations on certain liens, indebtedness and investments.  In addition, all of our debt facilities contain various restrictive financial and other covenants.  The financial covenants in our debt facilities require us to maintain: (1) a consolidated funded debt to consolidated tangible net worth ratio of no more than 3.75:1.00, and in the case of our asset-backed notes, of no more than 4.50:1.00; and (2) a fixed charge coverage ratio of at least 1.20:1.00, and in the case of our asset-backed notes, of at least 1.10:1.00. As of September 30, 2017, we were in compliance with all of the applicable debt covenants.

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Cash Flow

 

The following table sets forth certain cash flow information for the nine months ended September 30, 2017 and 2016 (in thousands):



Operating Activities Cash Flows

Net cash provided by operating activities of $104.8 million for the nine months ended September 30, 2017, increased $10.9 million from $93.9 million for the nine months ended September 30, 2016. The increase was due to a $21.4 million increase in net income as adjusted for depreciation, amortization and other non-cash items, offset by a  $10.5 million decrease in our net working capital adjustments. The increase in net income as adjusted for non-cash items was primarily due to an increase of $30.1 million in net income, an increase of $5.5 million in depreciation expense, and an increase of $0.9 million in amortization of intangible assets, partially offset by a  $10.5 million decrease in the loss on sale of used rental equipment, a $1.8 million decrease in deferred income taxes,  a $1.7 million decrease in bad debt expense, and a $1.2 million reduction in contingent consideration. Net working capital used in operating activities of $15.7 million in the nine months ended September 30,  2017, was due to a  $6.3 million increase in accounts receivable, primarily caused by an increase in lease and logistics activity, a  $5.9 million decrease in accounts payable, accrued expenses and other liabilities, primarily caused by the timing of payments, a  $3.0 million decrease in due to container investors due to the decrease in our managed fleet, and a $0.5 million decrease in unearned revenue. Net working capital used in operating activities of  $5.2 million in the nine months ended September 30, 2016, was due to a $7.6 million increase in accounts receivable, primarily a result of the logistics acquisitions, partially offset by a $1.5 million increase in accounts payable, accrued expenses and other liabilities, primarily caused by the timing of payments, and  a  $1.0 million increase in unearned revenue.  

Investing Activities Cash Flows

Net cash used in investing activities increased $93.4 million to $216.6 million for the nine months ended September 30, 2017, from $123.2 million for the nine months ended September 30, 2016. The increase in cash usage was primarily attributable to a $107.2 million increase in the purchase of rental equipment and a $5.0 million decrease in receipt of principal payments from direct financing leases, partially offset by a $15.6 million decrease in acquisition costs and a $2.7 million increase in proceeds from the sale of used containers.    

Financing Activities Cash Flows

Net cash provided by financing activities for the nine months ended September 30, 2017, increased  $86.0 million compared to the nine months ended September 30, 2016. During the nine months ended September 30, 2017, our net cash inflow from borrowings was $108.1 million compared to $24.2 million for the nine months ended September 30, 2016, reflecting an increase in net borrowings used for the acquisition of rental equipment during the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. The increase was also a result of a decrease of $9.2 million used to repurchase our stock pursuant to our previously announced stock repurchase plan and a $1.4 million increase in proceeds received from the exercise of stock options, partially offset by a $6.8 million increase in restricted cash and a $1.7 million increase in debt issuance costs, both primarily related to the asset-backed notes issued in the current year.



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Stock Repurchase Plan

On December 14, 2015, we announced that our Board of Directors had approved the repurchase of up to one million shares of our outstanding common stock. On February 4, 2016, the Company’s Board of Directors approved a one million share increase in the previously approved share repurchase program, bringing the total authorized for repurchase to two million shares of our outstanding common stock. The number, price, structure and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs and other factors. Stock repurchases may be made in the open market, block trades or privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. As of September 30, 2017, approximately 0.8 million shares remained available for repurchase under our share repurchase plan.



Contractual Obligations and Commercial Commitments

 The following table sets forth our contractual obligations and commercial commitments by due date as of September 30, 2017 (in thousands):





Off-Balance Sheet Arrangements

As of September 30, 2017, we had no material off-balance sheet arrangements or obligations that have or are reasonably likely to have a current or future effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.  



Critical Accounting Policies and Estimates

Container rental equipment is recorded at original cost and depreciated to an estimated residual value on a straight-line basis over its estimated useful life. The estimated useful lives and residual values of our container equipment are based on historical disposal experience and our expectations for future used container sale prices. Depreciation estimates are reviewed on a regular basis to determine whether sustained changes have taken place in the useful lives of our equipment or assigned residual values, which would suggest that a change in depreciation estimates is warranted.

After we conducted our regular depreciation policy review for 2016, we concluded that a change in the estimated residual value for 40-foot high cube dry van containers from $1,650 to $1,400 per container, effective July 1, 2016, was appropriate. The change increased our depreciation expense by $4.4 million, decreased net income by $4.3 million, and decreased diluted earnings per share by $0.22, for the nine months ended  September 30, 2017.





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We continuously monitor disposal prices across our entire portfolio for indications of a sustained market downturn. If necessary, we will adjust our estimates if there are indicators that the current weak market for containers will be sustained over a longer time horizon.

There have been no changes to our critical accounting policies during the nine months ended September 30, 2017.



Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. In November 2016, the FASB also issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which will require amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 are effective for interim and annual periods beginning after December 15, 2017, using a retrospective transition method to each period presented. We are currently evaluating the potential impact adoption of the standard will have on our consolidated statements of cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing U.S. GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition. We plan to adopt this guidance effective January 1, 2019 and are currently evaluating the potential impact adoption will have on our consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which supersedes previous revenue recognition guidance. ASU 2014-09 requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. In July 2016, the FASB deferred the effective date for interim and annual periods beginning after December 15, 2017. Early adoption is permitted to the original effective date of periods beginning after December 15, 2016.  The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We plan to adopt this guidance effective January 1, 2018 using the modified retrospective approach and are currently in the process of evaluating the impact adoption will have on our consolidated financial statements and related disclosures.  While we have not completed our full assessment, we do not believe that adoption will have a material impact on the amount or timing of revenue recognized or our revenue recognition policies. We expect to complete our assessment of the impact towards the end of 2017.

The most recent adopted accounting pronouncements are described in Note 2(b) to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.



ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of changes in value of a financial instrument, derivative or non-derivative, caused by fluctuations in foreign exchange rates and interest rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. We are exposed to the market risks described below.

Foreign Exchange Rate Risk. Although we have significant foreign-based operations, the U.S. Dollar is our primary operating currency. Thus, most of our revenue and expenses are denominated in U.S. Dollars. We have equipment sales in British Pound Sterling, Euros and Japanese Yen and incur overhead costs in foreign currencies, primarily in British Pound Sterling and Euros. During the nine months ended September 30, 2017, the U.S. Dollar decreased in value in relation to other major foreign currencies (such as the Euro and British Pound Sterling). The decrease in the U.S. Dollar has decreased our revenues and expenses denominated in foreign currencies. The decrease in the value of the U.S. Dollar relative to foreign currencies will also result in U.S. dollar denominated assets held at some of our foreign subsidiaries to decrease in value relative to the foreign subsidiaries’ local currencies. For the nine months ended September 30, 2017, we recognized a loss on foreign exchange of $0.7 million. A 10% change in foreign exchange rates would not have a material impact on our business, financial position, results of operations or cash flows.

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Interest Rate Risk. The nature of our business exposes us to market risk arising from changes in interest rates to which our variable-rate debt is linked. As of September 30, 2017, the principal amount of debt outstanding under the variable-rate arrangements of our revolving credit facilities was $675.5 million. In addition, at September 30, 2017, we had balances on our variable-rate term loans of $236.6 million and our variable-rate term loans held by VIE of $3.7 million.  As of September 30, 2017, our total outstanding variable-rate debt was $915.9 million, which represented 57% of our total debt at that date. The average interest rate on our variable-rate debt was 2.9% as of September 30, 2017, based on LIBOR plus a margin based on certain conditions set forth in our debt agreements.

A 1.0% increase or decrease in underlying interest rates for these debt obligations will increase or decrease interest expense by approximately $9.2 million annually assuming debt remains constant at September 30, 2017 levels.

We do not currently participate in hedging in the form of interest rate swaps or other derivative instruments to manage the market risks described above.



ITEM 4:  CONTROLS AND PROCEDURES

Management Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that as of September 30, 2017 our disclosure controls and procedures were effective with respect to controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and are accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under Exchange Act) that occurred during the quarter ended September 30, 2017, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II — OTHER INFORMATION



ITEM 1:  LEGAL PROCEEDINGS

From time to time we may be a party to litigation matters or disputes arising in the ordinary course of business, including in connection with enforcing our rights under our leases. Currently, we are not a party to any legal proceedings which are material to our business, financial condition, results of operations or cash flows.



ITEM 1A:  RISK FACTORS

Before making an investment decision, investors should carefully consider the risks in the “Risk Factors” in Part 1: Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 13, 2017. These risks are not the only ones facing our company. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations. Any of these risks could adversely affect our business, cash flows, financial condition and results of operations. The trading price of our common stock could fluctuate due to any of these risks, and investors may lose all or part of their investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q. There have been no material changes in our risk factors from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.



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ITEM 2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.





ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

None. 



ITEM 4:  MINE SAFETY DISCLOSURES

Not applicable.



ITEM 5:  OTHER INFORMATION

None.



ITEM 6:  EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which are incorporated by reference herein.

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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 thereunto duly authorized.

 



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EXHIBITS INDEX

 





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