UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, ~~2020~~2021

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

For the transition period from to

Commission file number: 001-33388

CAI International, Inc.

(Exact name of registrant as specified in its charter)


Delaware		94-3109229
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Steuart Tower, 1 Market Plaza, Suite 2400
San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

415-788-0100

(Registrant’s telephone number, including area code)

None

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

Securities registered pursuant to Section 12(b) of the Act:

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

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

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). Yes ☒x No ☐o

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	Accelerated filer	☒x
Non-accelerated filer	☐ o	Smaller reporting company	☐o
		Emerging growth company	☐o

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 No ☒x

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

Common Stock		April ~~24, 2020~~28, 2021
Common Stock, $0.0001 par value per share		~~17,506,453~~17, 304,111 shares

Table of Contents

CAI INTERNATIONAL, INC.

INDEX


		Page No.
Part I — Financial Information		4
Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets at March 31, ~~2020~~2021 and December 31, ~~2019~~2020	4
	Consolidated Statements of Operations for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	6
	Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	7
	Consolidated Statements of Stockholders’ Equity for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	8
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	9
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29 27
Item 4.	Controls and Procedures	30 27
Part II — Other Information		30 28
Item 1.	Legal Proceedings	30 28
Item 1A.	Risk Factors	30 28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31 28
Item 3.	Defaults Upon Senior Securities	31 28
Item 4.	Mine Safety Disclosures	31 28
Item 5.	Other Information	32 28
Item 6.	Exhibits	33 29
Signatures		34 30

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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,~~but not limited to, statements relating to our business, operations, growth strategy, ~~and~~ service development ~~efforts.~~efforts 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~~2020 filed with the Securities and Exchange Commission (SEC) on March ~~5, 2020, this~~1, 2021, our Quarterly ~~Report~~Reports 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.

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PART I — FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CAI INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

(UNAUDITED)



	March 31,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Assets
Current assets
Cash	$	87,727	$	19,870	$	23,971	$	26,691
Cash held by variable interest entities		21,016		26,594		23,942		26,856
Accounts receivable, net of allowance for doubtful accounts of $6,877 and
$8,171 at March 31, 2020 and December 31, 2019, respectively		86,177		88,452
Current portion of restricted cash						600		600
Accounts receivable, net of allowance for doubtful accounts of $400 and
$393 at March 31, 2021 and December 31, 2020, respectively						61,843		65,310
Current portion of net investment in finance leases		75,730		71,274		80,308		78,992
Current portion of financing receivable						10,615		9,550
Prepaid expenses and other current assets		9,638		10,228		5,788		6,663
Total current assets		280,288		216,418		207,067		214,662
Restricted cash		25,799		26,775		12,087		12,355
Rental equipment, net of accumulated depreciation of $640,118 and
$620,990 at March 31, 2020 and December 31, 2019, respectively		2,035,342		2,102,839
Rental equipment, net of accumulated depreciation of $691,842 and
$669,360 at March 31, 2021 and December 31, 2020, respectively						1,808,001		1,781,321
Net investment in finance leases		479,276		496,094		585,016		550,573
Financing receivable		29,739		30,693		50,568		48,888
Goodwill		15,794		15,794
Intangible assets, net of accumulated amortization of $5,624 and
$5,221 at March 31, 2020 and December 31, 2019, respectively		3,720		4,123
Derivative instruments						9,586		-
Other non-current assets		8,520		9,029		4,280		4,833
Total assets (1)	$	2,878,478	$	2,901,765	$	2,676,605	$	2,612,632

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	8,928	$	7,291	$	3,231	$	3,666
Accrued expenses and other current liabilities		26,180		30,479		26,569		29,598
Unearned revenue		6,478		6,405		3,260		3,029
Current portion of debt		216,519		218,094		183,878		183,448
Rental equipment payable		4,596		25,137		61,582		100,509
Total current liabilities		262,701		287,406		278,520		320,250
Debt		1,888,634		1,880,122		1,642,879		1,562,283
Deferred income tax liability		31,872		35,376
Derivative instruments						-		80
Net deferred income tax liability						25,532		24,442
Other non-current liabilities		5,124		5,621		3,467		3,337
Total liabilities (2)		2,188,331		2,208,525		1,950,398		1,910,392

Stockholders' equity
Preferred stock, par value $0.0001 per share; authorized 10,000,000
8.50% Series A fixed-to-floating rate cumulative redeemable perpetual preferred stock, issued and
outstanding 2,199,610 shares, at liquidation preference		54,990		54,990		54,990		54,990
8.50% Series B fixed-to-floating rate cumulative redeemable perpetual preferred stock, issued and
outstanding 1,955,000 shares, at liquidation preference		48,875		48,875		48,875		48,875
Common stock, par value $0.0001 per share; authorized 84,000,000 shares; issued and outstanding
17,506,453 and 17,479,127 shares at March 31, 2020 and December 31, 2019, respectively		2		2
17,304,111 and 17,562,779 shares at March 31, 2021 and December 31, 2020, respectively						2		2
Additional paid-in capital		103,290		102,709		89,308		100,795
Accumulated other comprehensive loss		(6,767)		(6,630)		1,370		(5,743)
Retained earnings		489,757		493,294		531,662		503,321
Total stockholders' equity		690,147		693,240		726,207		702,240
Total liabilities and stockholders' equity	$	2,878,478	$	2,901,765	$	2,676,605	$	2,612,632

‎

Table of Contents

~~(1)~~

Total assets at March 31, 2020 and December 31, 2019 include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs: Cash, $21,016 and $26,594; Net investment in direct finance leases, $4,614 and $4,790; and Rental equipment, net of accumulated depreciation, $98,758, and $101,907, respectively.

~~(2)~~

Total liabilities at March 31, 2020 and December 31, 2019 include the following VIE liabilities for which the VIE creditors do not have recourse to CAI International, Inc.: Current portion of debt, $25,906 and $26,931; Debt, $91,501 and $100,849, respectively.

(1)Total assets at March 31, 2021 and December 31, 2020 include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs: Cash, $23,942 and $26,856; Net investment in finance leases, $2,150 and $2,683; and Rental equipment, net of accumulated depreciation, $73,212, and $77,907, respectively.

(2)Total liabilities at March 31, 2021 and December 31, 2020 include the following VIE liabilities for which the VIE creditors do not have recourse to CAI International, Inc.: Current portion of debt, $43,392 and $41,344; Debt, $48,120 and $59,519, respectively.

See accompanying notes to unaudited consolidated financial statements.

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CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(UNAUDITED)



	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Revenue
Container lease revenue	$	69,113	$	75,511
Rail lease revenue		5,803		7,881
Logistics revenue		30,106		27,716
Total revenue		105,022		111,108
Leasing revenue
Operating leases					$	63,867	$	54,629
Finance leases						13,245		11,590
Other						3,688		2,894
Total leasing revenue						80,800		69,113

Operating expenses
Depreciation of rental equipment		27,048		31,784		28,551		27,048
Impairment of rental equipment		19,167		-
Storage, handling and other expenses		5,748		5,120		2,489		4,429
Logistics transportation costs		26,815		24,519
Gain on sale of rental equipment		(1,614)		(8,832)		(6,743)		(1,647)
Administrative expenses		11,826		14,396		7,740		6,895
Total operating expenses		88,990		66,987		32,037		36,725

Operating income		16,032		44,121		48,763		32,388

Other expenses
Net interest expense		20,376		23,850		11,172		18,274
Other expense		246		38		410		246
Total other expenses		20,622		23,888		11,582		18,520

(Loss) income before income taxes		(4,590)		20,233
Income tax (benefit) expense		(3,260)		1,659
Income before income taxes						37,181		13,868
Income tax expense						2,504		1,199

Net (loss) income		(1,330)		18,574
Income from continuing operations						34,677		12,669
Income (loss) from discontinued operations, net of income taxes						1,063		(13,999)
Net income (loss)						35,740		(1,330)
Preferred stock dividends		2,207		2,207		2,207		2,207
Net (loss) income attributable to CAI common stockholders	$	(3,537)	$	16,367
Net income (loss) attributable to CAI common stockholders					$	33,533	$	(3,537)

Net (loss) income per share attributable to CAI
Amounts attributable to CAI common stockholders
Net income from continuing operations					$	32,470	$	10,462
Net income (loss) from discontinued operations						1,063		(13,999)
Net income (loss) attributable to CAI common stockholders					$	33,533	$	(3,537)

Net income (loss) per share attributable to CAI
common stockholders
Basic	$	(0.20)	$	0.88
Continuing operations					$	1.88	$	0.60
Discontinued operations						0.06		(0.80)
Total basic					$	1.94	$	(0.20)
Diluted	$	(0.20)	$	0.87
Continuing operations					$	1.85	$	0.59
Discontinued operations						0.06		(0.79)
Total diluted					$	1.91	$	(0.20)

Weighted average shares outstanding
Basic		17,433		18,555		17,271		17,433
Diluted		17,433		18,870		17,518		17,715

See accompanying notes to unaudited consolidated financial statements.

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CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

(In thousands)

(UNAUDITED)

Three Months Ended March 31,

2020

2019

Net (loss) income

$
(1,330)

$
18,574
Other comprehensive loss, net of tax:

Foreign currency translation adjustments

(137)

(81)
Comprehensive (loss) income before preferred stock dividends

(1,467)

18,493
Dividends on preferred stock

(2,207)

(2,207)
Comprehensive (loss) income available to CAI

common stockholders

$
(3,674)

$
16,286



	Three Months Ended March 31,
	2021		2020

Net income (loss)	$	35,740	$	(1,330)
Other comprehensive income (loss), net of tax:
Change in fair value of derivative instruments designated as cash flow hedges		9,509		-
Reclassification of realized loss on derivative instruments designated as cash flow hedges		157		-
Foreign currency translation adjustments		(522)		(137)
Comprehensive income (loss) before tax		44,884		(1,467)
Income tax expense related to items of other comprehensive income (loss)		(2,031)		-
Comprehensive income (loss) before preferred stock dividends, net of tax		42,853		(1,467)
Dividends on preferred stock		(2,207)		(2,207)
Comprehensive income (loss) available to CAI common stockholders	$	40,646	$	(3,674)

See accompanying notes to unaudited consolidated financial statements.

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CAI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(UNAUDITED)


									Accumulated
							Additional		Other
	Preferred Stock			Common Stock			Paid-In		Comprehensive		Retained		Total
	Shares		Amount	Shares		Amount	Capital		Loss		Earnings		Equity
Balances as of December 31, 2020	4,155	$	103,865	17,563	$	2	$	100,795	$	(5,743)	$	503,321	$	702,240
Net income	-		-	-		-		-		-		35,740		35,740
Common stock dividend declared, $0.30/share												(5,192)		(5,192)
Preferred stock dividends, $0.53125/share	-		-	-		-		-		-		(2,207)		(2,207)
Change in fair value of derivative instrument designated
as cash flow hedges	-		-	-		-		-		9,509		-		9,509
Reclassification of realized loss on derivative
instruments designated as cash flow hedges	-		-	-		-		-		157		-		157
Foreign currency translation adjustment	-		-	-		-		-		(522)		-		(522)
Income tax expense related to items of other
comprehensive income	-		-	-		-		-		(2,031)		-		(2,031)
Repurchase of common stock	-		-	(390)		-		(12,788)		-		-		(12,788)
Exercise of stock options	-		-	107		-		1,499		-		-		1,499
Stock-based compensation, net of taxes	-		-	24		-		(198)		-		-		(198)
Balances as of March 31, 2021	4,155	$	103,865	17,304	$	2	$	89,308	$	1,370	$	531,662	$	726,207


									Accumulated
							Additional		Other
	Preferred Stock			Common Stock			Paid-In		Comprehensive		Retained		Total
	Shares		Amount	Shares		Amount	Capital		Loss		Earnings		Equity
Balances as of December 31, 2019	4,155	$	103,865	17,479	$	2	$	102,709	$	(6,630)	$	493,294	$	693,240
Net loss	-		-	-		-		-		-		(1,330)		(1,330)
Preferred stock dividends, $0.53125/share	-		-	-		-		-		-		(2,207)		(2,207)
Foreign currency translation adjustment	-		-	-		-		-		(137)		-		(137)
Exercise of stock options	-		-	8		-		113		-		-		113
Stock-based compensation, net of taxes	-		-	19		-		468		-		-		468
Balances as of March 31, 2020	4,155	$	103,865	17,506	$	2	$	103,290	$	(6,767)	$	489,757	$	690,147

Accumulated

Additional

Other

Preferred Stock

Common Stock

Paid-In

Comprehensive

Retained

Total

Shares

Amount

Shares

Amount

Capital

Loss

Earnings

Equity
Balances as of December 31, 2018

4,155

$
103,865

18,764

$
2

$
132,666

$
(6,513)

$
471,112

$
701,132
Net income

-

-

-

-

-

-

18,574

18,574
Preferred stock dividends, $0.53125/share

-

-

-

-

-

-

(2,207)

(2,207)
Foreign currency translation adjustment

-

-

-

-

-

(81)

-

(81)
Repurchase of common stock

-

-

(595)

-

(13,946)

-

-

(13,946)
Exercise of stock options

-

-

27

-

107

-

-

107
Stock-based compensation, net of taxes

-

-

12

-

730

-

-

730
Balances as of March 31, 2019

4,155

$
103,865

18,208

$
2

$
119,557

$
(6,594)

$
487,479

$
704,309

See accompanying notes to unaudited consolidated financial statements.

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CAI INTERN ATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(UNAUDITED)



	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Cash flows from operating activities
Net (loss) income	$	(1,330)	$	18,574
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net income (loss)					$	35,740	$	(1,330)
Income (loss) from discontinued operations, net of income taxes						1,063		(13,999)
Income from continuing operations						34,677		12,669
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation		27,314		31,839		28,766		27,259
Impairment of rental equipment		19,167		-
Amortization of debt issuance costs		988		1,202		815		893
Amortization of intangible assets		403		403
Stock-based compensation expense		874		839		540		725
Unrealized loss on foreign exchange		220		26		400		220
Gain on sale of rental equipment		(1,614)		(8,832)		(6,743)		(1,647)
Deferred income taxes		(3,504)		630		(940)		(3,504)
Bad debt (recovery) expense		(1,076)		738
Bad debt recovery						(30)		(1,287)
Changes in other operating assets and liabilities:
Accounts receivable		4,409		1,158		488		3,849
Prepaid expenses and other assets		830		(1,132)		1,218		723
Net investment in finance leases		17,113		16,442		21,605		17,102
Accounts payable, accrued expenses and other liabilities		(3,231)		(5,520)		(2,823)		130
Unearned revenue		(438)		(2,038)		(7)		(591)
Net cash provided by operating activities of continuing operations						77,966		56,541
Net cash (used in) provided by operating activities of discontinued operations						(2,177)		3,584
Net cash provided by operating activities		60,125		54,329		75,789		60,125
Cash flows from investing activities
Purchase of rental equipment		(27,500)		(141,212)		(171,625)		(27,500)
Purchase of financing receivable						(5,174)		-
Proceeds from sale of rental equipment		24,576		180,331		28,783		24,534
Receipt of principal payments from financing receivable		325		-		2,645		325
Purchase of furniture, fixtures and equipment		(310)		(50)		(22)		(310)
Net cash (used in) provided by investing activities		(2,909)		39,069
Net cash used in investing activities of continuing operations						(145,393)		(2,951)
Net cash provided by investing activities of discontinued operations						1,285		42
Net cash used in investing activities						(144,108)		(2,909)
Cash flows from financing activities
Proceeds from debt		110,000		306,582		141,000		110,000
Principal payments on debt		(103,742)		(382,847)		(59,887)		(102,681)
Debt issuance costs		-		(419)
Repurchase of common stock		-		(13,946)		(12,788)		-
Dividends paid to common stockholders						(5,192)		-
Dividends paid to preferred stockholders		(2,207)		(2,207)		(2,207)		(2,207)
Exercise of stock options		113		107		1,499		113
Net cash provided by (used in) financing activities		4,164		(92,730)
Net cash provided by financing activities of continuing operations						62,425		5,225
Net cash used in financing activities of discontinued operations						-		(1,061)
Net cash provided by financing activities						62,425		4,164
Effect on cash of foreign currency translation		(77)		238		(8)		(77)
Net increase in cash and restricted cash		61,303		906
Net (decrease) increase in cash and restricted cash						(5,902)		61,303
Cash and restricted cash at beginning of the period (1)		73,239		75,983		66,502		73,239
Cash and restricted cash at end of the period (2)	$	134,542	$	76,889	$	60,600	$	134,542

Supplemental disclosure of cash flow information
Cash paid during the period for:
Income taxes	$	111	$	91
Interest		19,736		22,544

Supplemental disclosure of non-cash investing and financing activity
Transfer of rental equipment to finance lease	$	5,760	$	8,349
Rental equipment payable		4,596		56,221

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~~(1)~~

~~Includes cash of $19,870 and $20,104, cash held by variable interest entities of $26,594 and $25,211, and restricted cash of $26,775 and $30,668 at December 31, 2019 and 2018, respectively.~~

~~(2)~~

~~Includes cash of $87,727 and $20,128, cash held by variable interest entities of $21,016 and $27,058, and restricted cash of $25,799 and $29,703 at March 31, 2020 and 2019, respectively.~~


	Three Months Ended March 31,
	2021		2020
Supplemental disclosure of cash flow information
Cash paid during the period for:
Income taxes	$	-	$	111
Interest		10,242		19,736

Supplemental disclosure of non-cash investing and financing activity
Transfer of rental equipment to finance lease	$	56,227	$	5,760
Rental equipment payable		61,582		4,596

(1)Includes cash of $26,691 and $19,870, cash held by variable interest entities of $26,856 and $26,594, and restricted cash of $12,955 and $26,775 at December 31, 2020 and 2019, respectively.

(2)Includes cash of $23,971 and $87,727, cash held by variable interest entities of $23,942 and $21,016, and restricted cash of $12,687 and $25,799 at March 31, 2021 and 2020, respectively.

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Significant Accounting Policies

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.~~

The Company’s common stock, 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Stock and 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Stock are traded on the New York Stock Exchange under the symbols “CAI,” “CAI-PA” and “CAI-PB,” respectively. 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. and its wholly-owned subsidiaries. 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 March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company’s results of operations for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, and the Company’s cash flows for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020. Certain reclassifications have been made to prior year financial statements to conform to the current presentation. 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 ~~2020~~2021 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, ~~2019,~~2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March ~~5, 2020.~~1, 2021.

~~Due to market conditions,~~Discontinued Operations

On August 14, 2020, the Company ~~decided during~~sold substantially all of the ~~three months ended March 31,~~assets and liabilities of its logistics business to NFI, a North American logistics provider, for cash proceeds of $6.2 million. On December 29, 2020, the Company sold its remaining railcar fleet to ~~terminate the sale process~~affiliates of Infinity Transportation for ~~its rail business.~~cash proceeds of $228.1 million. As a result, the ~~railcar assets~~operating results of the logistics and rail businesses have been ~~reclassified~~classified as ~~held for use as~~discontinued operations in the accompanying unaudited consolidated statements of ~~March 31, 2020~~income and ~~the rail business reclassified as a continuing operation.~~cash flows. All prior periods presented in ~~the unaudited~~these consolidated financial statements have been restated to reflect the ~~reclassification.~~classification of the logistics and rail leasing businesses as discontinued operations. See Note 32 – ~~Rental Equipment~~Discontinued Operations for ~~further information over the reclassification of the railcar assets as held for use.~~more information.

Concentration of Credit Risk

The Company’s equipment leases and trade receivables subject it to potential credit risk. The Company extends credit to its customers based upon an evaluation of each customer’s financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed an on ongoing basis. The Company’s largest customer and second largest customer accounted for ~~13%~~18% and 10%, respectively, of the Company’s total billings during the three months ended March 31, ~~2020.~~2021.

Accounting Policy Updates

~~Recently Adopted Accounting Pronouncements~~

~~In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326)~~ (ASU 2016-13) and subsequently issued amendments. The guidance affects the Company’s net investment in finance leases, financing receivable and accounts receivable for sales of rental equipment and logistics operations. Topic 326 requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectability. The Company adopted ASU 2016-13 effective January 1, 2020, using the modified retrospective method, which did not have a significant impact on the consolidated financial statements as credit losses are not expected to be significant based on historical loss trends, the financial condition of customers, and external market factors.

~~Allowance for credit losses – Net investment in finance leases and financing receivable~~

~~The allowance for credit losses on net investment in finance leases and financing receivable is estimated on a collective basis by internal customer rating (see Note 4 –~~ ~~Net investment in finance leases~~ for descriptions of ratings). Expected credit losses for these financial assets are estimated using a loss-rate methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Except as described above, there~~There were no changes to the Company’s accounting policies during the three months ended March 31, ~~2020.~~2021. See Note 2 to the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on March ~~5, 2020,~~1, 2021, for a description of the Company’s significant accounting policies.

(2) Discontinued Operations

As discussed in Note 1, the Company sold substantially all of the assets of its logistics business for proceeds of $6.2 million and its remaining railcar assets for proceeds of $228.1 million during the quarters ended September 30, 2020 and December 31, 2020, respectively. The logistics and rail leasing businesses have been classified as discontinued operations in the accompanying unaudited consolidated statements of income and cash flows for the three months ended March 31, 2021 and 2020.

‎

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company recognized an impairment charge of $19.2 million during the three months ended March 31, 2020 to reduce the book value of its railcar portfolio, on an individual basis, to its estimated fair value, or to its net book value had the assets not been classified as held for sale. To assist in the Company’s assessment of fair value, a third-party appraisal was carried out on the railcar fleet using a combination of cost and market approaches. The cost approach utilized the current replacement cost for a particular car type and calculated an estimated depreciation based on a railcar having a 40-year life and residual value being 10% of the estimated purchase price. The market approach estimated value based on recent market transactions involving similar railcars. The railcars were classified within Level 3 of the fair value hierarchy.

The following tables summarize the components of net income (loss) from discontinued operations in the accompanying unaudited consolidated statements of income for the three months ended March 31, 2021 and 2020 (in thousands). Revenue and operating expenses for the three months ended March 31, 2021 were a result of immaterial differences in the actual transactions from the amounts accrued prior to the sale of the logistics and railcar businesses in 2020.


	Three Months Ended March 31, 2021
	Rail		Logistics		Total
Revenue
Rail lease revenue	$	293	$	-	$	293
Total revenue		293		-		293

Operating expenses
Storage, handling and other expenses		(142)		-		(142)
Gain on sale of rental equipment		(33)		-		(33)
Administrative expenses		91		(240)		(149)
Total operating expenses		(84)		(240)		(324)

Operating income		377		240		617

Income before income taxes		377		240		617
Income tax (benefit) expense		(496)		50		(446)
Net income from discontinued operations	$	873	$	190	$	1,063


	Three Months Ended March 31, 2020
	Rail		Logistics		Total
Revenue
Rail lease revenue	$	5,803	$	-	$	5,803
Logistics revenue		-		30,106		30,106
Total revenue		5,803		30,106		35,909

Operating expenses
Impairment of rental equipment		19,167		-		19,167
Storage, handling and other expenses		1,319		-		1,319
Logistics transportation costs		-		26,815		26,815
Loss on sale of rental equipment		33		-		33
Administrative expenses		769		4,162		4,931
Total operating expenses		21,288		30,977		52,265

Operating loss		(15,485)		(871)		(16,356)

Interest expense (income)		2,105		(3)		2,102
Loss before income taxes		(17,590)		(868)		(18,458)
Income tax benefit		(4,255)		(204)		(4,459)
Net loss from discontinued operations	$	(13,335)	$	(664)	$	(13,999)

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) 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, Consolidation:

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

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

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

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

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~~2 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. All of the funds under financing arrangements are Japanese container funds that were established under separate investment agreements allowed under Japanese commercial laws. 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 the arrangements include only terms and conditions that are customarily present in arrangements for similar services. As such, the Company does not have a variable interest in the managed containers funds, and does not consolidate those funds. NoNaN container portfolios were sold to the funds during the three months ended March 31, ~~2020~~2021 and ~~2019.~~ 2020.

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. 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 March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, and the results of the VIEs’ operations and cash flows for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, in the Company’s consolidated financial statements.

The containers that were transferred to the Japanese investor funds had a net book value of ~~$103.4~~$75.4 million as of March 31, ~~2020.~~2021. The container equipment, together with ~~$21.0~~$23.9 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 ~~$82.2~~$61.6 million and term loans held by VIE of ~~$35.2~~$29.9 million. NoNaN gain or loss was recognized by the Company on the initial consolidation of the VIEs. NoNaN containers were ~~sold to the Japanese investor during the three months ended March 31, 2020. Containers~~ sold to the Japanese investor funds during the three months ended March 31, ~~2019 had a net book value of $65.0 million.~~2021 and 2020.

‎

1213

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~(3)~~(4) Rental Equipment

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


	March 31,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Dry containers	$	1,881,637	$	1,902,471	$	1,977,997	$	1,940,572
Refrigerated containers		277,013		282,155		306,714		315,641
Other specialized equipment		221,935		224,924		215,132		194,468
Railcars		294,875		314,279
		2,675,460		2,723,829		2,499,843		2,450,681
Accumulated depreciation		(640,118)		(620,990)		(691,842)		(669,360)
Rental equipment, net of accumulated depreciation	$	2,035,342	$	2,102,839	$	1,808,001	$	1,781,321

~~Impairment of railcar assets~~

During the three months ended March 31, 2020, an impairment charge of $19.2 million was recognized to reduce the book value of the railcar portfolio, on an individual basis, to the lower of its net book value had the assets not been classified as held for sale, or its estimated fair value at the date when the decision was made not to sell the assets of the railcar business. To assist in the Company’s assessment of fair value, a third-party appraisal was carried out on the railcar fleet using a combination of cost and market approaches. The cost approach utilizes the current replacement cost for a particular car type and calculates an estimated depreciation based on a railcar having a 40-year life and residual value being 10% of the estimated purchase price. The market approach estimates value based on recent market transactions involving similar railcars. The railcars were classified within Level 3 of the fair value hierarchy.

(5) Leases

~~(4)~~ ~~Leases~~

The Company leases its rental equipment on either short-term operating leases through master lease agreements, long-term non-cancelable operating leases, or finance leases. The following table summarizes the components of lease revenue (in thousands):


	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Lease revenue - operating leases	$	60,399	$	69,197
Leasing revenue - operating leases					$	63,867	$	54,629
Interest income on finance leases		11,623		11,390		13,245		11,590
Other revenue		2,217		2,805		2,536		2,217
Interest income on financing receivable		677		-		1,152		677
Total lease revenue	$	74,916	$	83,392
Total leasing revenue					$	80,800	$	69,113

Net investment in finance leases

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



	March 31,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Gross finance lease receivables (1)	$	783,471	$	806,019	$	968,525	$	909,727
Unearned income (2)		(228,420)		(238,651)		(303,155)		(280,116)
Net investment in finance leases		555,051		567,368		665,370		629,611
Allowance for credit losses		(45)		-		(46)		(46)
Net investment in finance leases, net of allowance for credit losses	$	555,006	$	567,368	$	665,324	$	629,565

(1)At the inception of the lease, the Company records the total minimum lease payments, executory costs, if any, and unguaranteed residual value as gross finance lease receivables. The gross finance lease receivables are reduced as customer payments are received. There was ~~$74.3~~$109.3 million and $98.2 million of unguaranteed residual value at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, included in gross finance lease receivables. There were no0 executory costs included in gross finance lease receivables as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

(2)The difference between the gross finance lease receivables and the cost of the equipment or carrying amount at the lease inception is recorded as unearned income. Unearned income, together with initial direct costs, are amortized to income over the lease term so as to produce a constant periodic rate of return. There were no0 unamortized initial direct costs as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

(3)~~One~~NaN major customer represented ~~65%~~74% and 75% of the Company’s finance lease portfolio as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively. No other customer represented more than 10% of the Company’s finance lease portfolio in each of those periods.

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

Contractual maturities of the Company's gross finance lease receivables subsequent to March 31, ~~2020~~2021 for the years ending March 31 are as follows (in thousands):


2021	$	116,727
2022		109,491	$	126,315
2023		105,485		126,565
2024		85,857		107,958
2025		60,034		80,339
2026 and thereafter		305,877
2026				70,315
2027 and thereafter				457,033
	$	783,471	$	968,525

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Financing receivable

~~During 2019, the~~The Company has purchased containers and leased back the containers to the seller-lessees through finance leaseback arrangements. As control of the equipment was retained by the customers, the Company concluded that sale-leaseback accounting was not applicable and treated the arrangements as financing transactions. The Company recorded a financing receivable in the amount paid for the containers. Payments made by the seller-lessee are recorded as a reduction to the financing receivable and as interest income, calculated using the effective interest method.

The following table summarizes the components of the Company’s financing receivable (in thousands):


	March 31,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Gross financing receivable	$	43,957	$	45,530	$	74,447	$	71,761
Unearned income		(10,434)		(11,111)		(13,260)		(13,320)
		33,523		34,419		61,187		58,441
Allowance for credit losses		(1)		-		(4)		(3)
Total financing receivable	$	33,522	$	34,419	$	61,183	$	58,438
Amounts due within one year (1)		3,783		3,726
Amounts due beyond one year (2)		29,739		30,693
Total financing receivable	$	33,522	$	34,419

~~(1)Included in prepaid expenses and other current assets in the consolidated balance sheets.~~

~~(2)Included in financing receivable in the consolidated balance sheets.~~

Credit quality information

In order to estimate the allowance for losses contained in net investment in finance leases and financing receivable, the Company reviews the credit worthiness of its customers on an ongoing basis. The review includes monitoring credit quality indicators, historical credit loss activity, current market and economic conditions, and reasonable and supportable forecasts.

The Company uses the following definitions for risk ratings:

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.

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, based on the most recent analysis performed, the risk category of the Company’s net investment in finance leases and financing receivable, based on year of origination is as follows (in thousands):


March 31, 2020	2020		2019		2018		2017		2016		Prior		Total
March 31, 2021															2021		2020		2019		2018		2017		Prior		Total
Net investment in finance leases
Tier 1	$	2,880	$	59,580	$	248,821	$	171,092	$	7,200	$	1,654	$	491,227	$	55,876	$	125,988	$	46,760	$	220,813	$	156,780	$	6,171	$	612,388
Tier 2		2,012		31,521		14,473		7,092		2,320		6,406		63,824		1,432		7,990		24,012		11,622		4,120		3,806		52,982
Tier 3		-		-		-		-		-		-		-		-		-		-		-		-		-		-
Total net investment in finance leases	$	4,892	$	91,101	$	263,294	$	178,184	$	9,520	$	8,060	$	555,051	$	57,308	$	133,978	$	70,772	$	232,435	$	160,900	$	9,977	$	665,370

Financing receivable
Tier 1	$	-	$	32,830	$	-	$	-	$	-	$	-	$	32,830	$	-	$	26,439	$	29,159	$	-	$	-	$	-	$	55,598
Tier 2		-		693		-		-		-		-		693		5,028		-		561		-		-		-		5,589
Tier 3		-		-		-		-		-		-		-		-		-		-		-		-		-		-
Total financing receivable	$	-	$	33,523	$	-	$	-	$	-	$	-	$	33,523	$	5,028	$	26,439	$	29,720	$	-	$	-	$	-	$	61,187

‎

Net investment in

Financing
December 31, 2019

finance leases

receivable
Tier 1

$
502,265

$
33,694
Tier 2

65,103

725
Tier 3

-

-

$
567,368

$
34,419

~~(5)~~ ~~Intangible Assets~~

The Company’s intangible assets as of March 31, 2020 and December 31, 2019 consist of customer relationships. The following table summarizes the estimated future amortization expense as of March 31, 2020 (in thousands):

2021

$
1,609
2022

1,231
2023

474
2024

406
Total intangible assets

$
3,720

Amortization expense related to intangible assets was $0.4 million for both the three months ended March 31, 2020 and 2019 and was included in administrative expenses in the consolidated statements of operations.

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


December 31, 2020	2020		2019		2018		2017		2016		Prior		Total
Net investment in finance leases
Tier 1	$	127,215	$	49,986	$	228,802	$	160,197	$	5,945	$	875	$	573,020
Tier 2		8,425		25,726		12,576		4,272		1,136		4,456		56,591
Tier 3		-		-		-		-		-		-		-
Total net investment in finance leases	$	135,640	$	75,712	$	241,378	$	164,469	$	7,081	$	5,331	$	629,611

Financing receivable
Tier 1	$	27,762	$	30,083	$	-	$	-	$	-	$	-	$	57,845
Tier 2		-		596		-		-		-		-		596
Tier 3		-		-		-		-		-		-		-
Total financing receivable	$	27,762	$	30,679	$	-	$	-	$	-	$	-	$	58,441

(6) Debt and Derivative Instruments

Debt

Details of the Company’s debt as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows (dollars in thousands):



	March 31, 2020					December 31, 2019						March 31, 2021					December 31, 2020
	Outstanding				Average	Outstanding				Average		Outstanding				Average	Outstanding				Average
	Current		Long-term		Interest	Current		Long-term		Interest	Maturity	Current		Long-term		Interest	Current		Long-term		Interest	Maturity

Revolving credit(1)	$	-	$	682,000	2.4%	$	-	$	624,000	3.3%	June 2023	$	-	$	793,000	1.4%	$	-	$	680,000	1.6%	June 2023
Revolving credit facility - Rail		-		137,500	2.4%		-		137,500	3.3%	October 2023
Revolving credit facility - Euro		21,122		-	2.0%		21,537		-	2.0%	September 2020		-		22,519	2.4%		-		23,550	2.5%	September 2023
Term loan		1,800		25,050	3.9%		1,800		25,500	3.9%	April 2023		1,800		23,250	2.2%		1,800		23,700	2.2%	April 2023
Term loan		7,000		66,750	2.7%		7,000		68,500	3.5%	June 2021		66,750		-	1.9%		68,500		-	1.9%	June 2021
Term loan		14,967		-	3.4%		15,284		-	3.4%	December 2020		6,000		79,000	4.6%		6,000		80,500	4.6%	October 2023
Term loan		3,043		36,864	3.6%		3,016		37,635	3.6%	August 2021
Term loan		6,000		85,000	4.6%		6,000		86,500	4.6%	October 2023
Senior secured notes		6,110		43,610	4.9%		6,110		46,665	4.9%	September 2022		6,110		37,500	4.9%		6,110		40,555	4.9%	September 2022
Asset-backed notes 2012-1		17,100		27,075	3.5%		17,100		31,350	3.5%	October 2027
Asset-backed notes 2013-1		22,900		45,800	3.4%		22,900		51,525	3.4%	March 2028
Asset-backed notes 2017-1		25,307		158,169	3.7%		25,307		164,496	3.7%	June 2042
Asset-backed notes 2018-1		34,890		241,323	4.0%		34,890		250,045	4.0%	February 2043
Asset-backed notes 2018-2		34,350		257,625	4.4%		34,350		266,213	4.4%	September 2043
Asset-backed notes 2020-1													63,130		648,006	2.3%		63,130		663,788	2.3%	September 2045
Collateralized financing obligations		20,595		61,617	1.6%		21,681		69,615	1.5%	February 2026		37,852		23,776	1.8%		35,862		33,767	1.7%	February 2026
Term loans held by VIE		5,311		29,884	4.2%		5,250		31,234	4.2%	February 2026		5,540		24,344	4.2%		5,482		25,752	4.2%	February 2026
		220,495		1,898,267			222,225		1,890,778				187,182		1,651,395			186,884		1,571,612
Debt issuance costs		(3,976)		(9,633)			(4,131)		(10,656)
Debt discount and debt issuance costs													(3,304)		(8,516)			(3,436)		(9,329)
Total Debt	$	216,519	$	1,888,634		$	218,094	$	1,880,122			$	183,878	$	1,642,879		$	183,448	$	1,562,283

(1) $500 million of this outstanding debt is subject to an interest rate swap at a cost of 0.29% as described below in Derivative Instruments.

The Company maintains its revolving credit facilities to finance the acquisition of rental equipment and for general working capital purposes. As of March 31, ~~2020,~~2021, the Company had ~~$536.8~~$388.7 million in total availability under its revolving credit facilities (net of $0.1 million in letters of credit), subject to the Company’s ability to meet the collateral requirements under the agreements governing the facilities. Based on the borrowing base and collateral requirements at March 31, ~~2020,~~2021, the borrowing availability under the Company’s revolving credit facilities was ~~$41.0~~$248.8 million, assuming no additional contributions of assets.

The agreements relating to all of the Company’s debt contain various financial and other covenants. As of March 31, ~~2020,~~2021, the Company was in compliance with all of its financial and other covenants.

For further information on the Company’s debt instruments, see Note 107 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on March ~~5, 2020.~~1, 2021.

To provide additional liquidity and enhance its financial flexibility in response to recent global economic uncertainty and financial market volatility caused by the COVID-19 pandemic, the Company drew down $70 million from its revolving credit facility as a precautionary measure in March 2020.Derivative Instruments

~~On April 27,~~In July 2020, the Company ~~repaid in full the outstanding debt associated~~entered into an interest rate swap agreement with ~~the asset-backed notes 2012-1 and 2013-1.~~

~~(7)~~ ~~Stock–Based Compensation Plan~~

~~2019 Incentive Plan~~

In June 2019, the Company’s stockholders approved the CAI International, Inc. 2019 Incentive Plan (2019 Plan), which replaced the CAI International, Inc. Amended and Restated 2007 Equity Incentive Plan (2007 Plan). No further awards will be made under the 2007 Plan. Under the 2019 Plan, a maximuman effective date of 2,577,075 share awards may be granted. Under the 2019 Plan, the Company may grant incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock or cash-based awards.

~~Stock Options~~

Stock options granted to employees have a vesting period of four years from the 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.

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~The following table summarizes the Company’s stock option activities for the three months ended March~~July 31, 2020 and ~~2019:~~scheduled maturity date of June 30, 2025. This contract is indexed to 1-month LIBOR, has a fixed leg interest rate of 0.29%, and a notional amount of $500.0 million.

Three Months Ended March 31,

2020

2019

Weighted

Weighted

Average

Average

Number of

Exercise

Number of

Exercise

Shares

Price

Shares

Price
Options outstanding at January 1

646,946

$
16.96

850,167

$
16.46
Options exercised

(7,750)

$
14.54

(46,917)

$
14.04
Options outstanding at March 31

639,196

$
16.98

803,250

$
16.60
Options exercisable

584,652

$
17.25

642,762

$
17.47
Weighted average remaining term

5.2 years

5.5 years

As of March 31, 2021, the Company has designated interest rate swap agreements for a total notional amount of $500.0 million as cash flow hedges for accounting purposes. The ~~aggregate intrinsic~~change in fair value of ~~stock options exercised~~cash flow hedging instruments during the three months ended March 31, ~~2020~~2021 was recorded on the consolidated balance sheets in ‘Accumulated other comprehensive loss’ and ~~2019 was $0.1 million and $0.5 million, respectively.~~reclassified to ‘Net interest expense’ when realized. The ~~aggregate intrinsic value of all options outstanding~~Company had 0 derivative instruments as of March 31, ~~2020 was $1.0~~2020.

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Over the next twelve months, the Company expects to reclassify an estimated net loss of $0.6 million ~~based~~related to the designated interest rate swap agreements from ‘Accumulated other comprehensive loss’ in the consolidated statements of comprehensive income to ‘Net interest expense’ in the consolidated statements of operations.

The following table summarizes the impact of derivative instruments designated in cash flow hedging relationships on the ~~closing price~~consolidated statements of operations and the consolidated statements of comprehensive income (loss) on a pretax basis (in thousands):


		Three Months Ended March 31,
Derivative Instrument	Financial Statement Caption	2021		2020
Interest rate swap	Comprehensive income	$	9,509	$	-
Interest rate swap	Net interest expense	$	157	$	-

The fair value of derivative instruments on the Company’s ~~common stock of $14.14 per share on March 31, 2020, the last trading day of the quarter.~~

~~The Company recognized stock-based compensation expense relating to stock options of $0.2 million for both the three months ended March 31, 2020 and 2019. As~~consolidated balance sheets of March 31, ~~2020, the remaining unamortized stock-based compensation cost relating to stock options granted to the Company’s employees~~2021 and ~~independent directors was approximately $0.4 million, which is to be recognized over the remaining weighted average vesting period of approximately 0.7 years.~~

~~The Company did not grant any stock options during the three months ended March~~December 31, 2020 ~~and 2019.~~ was as follows (in thousands):


	Total
	Fair Value		Level 2
March 31, 2021
Derivative assets - interest rate swaps	$	9,586	$	9,586
December 31, 2020
Derivative liabilities - interest rate swaps	$	80	$	80

(7) Stock–Based Compensation Plan

Restricted Stock Awards, Time-Based Restricted Stock Units and ~~Performance~~Performance-Based Restricted Stock Units

The Company grants time-based restricted stock units to certain employees and restricted stock awards to independent directors from time to time pursuant to ~~the~~its 2019 ~~Plan. Restricted~~Incentive Plan (2019 Plan). Time-based restricted stock units granted to employees ~~has~~have a vesting period of four ~~years;~~years, subject to continued employment with the Company; 25% vesting on each anniversary of the grant date. Restricted stock awards granted to independent directors ~~vests~~vest in one year. The Company recognizes the compensation cost associated with restricted stock awards and time-based restricted stock units over the vesting period based on the closing price of the Company’s common stock on the date of grant.

The Company grants ~~performance~~performance-based restricted stock units to certain executives and other key employees. The ~~performance~~performance-based restricted stock ~~vests~~units vest at the end of a 3-year performance cycle if certain financial performance targets are met. The Company recognizes compensation cost associated with the ~~performance~~performance-based restricted stock units ratably over the 3-year term when it is considered probable that performance targets will be met. Compensation cost is based on the closing price of the Company’s common stock on the date of grant.

The following table summarizes the activity of restricted stock awards, time-based restricted stock units and ~~performance~~performance-based restricted stock units under the 2019 Plan:



		Weighted			Weighted
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	Shares	Fair Value		Shares	Fair Value
Outstanding at December 31, 2019	281,736	$	23.18
Outstanding at December 31, 2020				186,471	$	23.91
Granted	94,497	$	28.63	58,725	$	36.07
Vested	(44,046)	$	22.59	(46,703)	$	23.24
Outstanding at March 31, 2020	332,187	$	24.81
Forfeited				(5,071)	$	21.90
Outstanding at March 31, 2021				193,422	$	27.82

The Company recognized stock-based compensation expense relating to restricted stock and performance stock in continuing operations of ~~$0.7~~$0.5 million and $0.6 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. As of March 31, ~~2020,~~2021, unamortized stock-based compensation expense relating to restricted stock and performance stock was ~~$5.8~~$3.8 million, which will be recognized over the remaining average vesting period of ~~2.1~~1.9 years.

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

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stock Options

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

The following table summarizes the Company’s stock option activities for the three months ended March 31, 2021 and 2020:



		Three Months Ended March 31,
	2021				2020
			Weighted				Weighted
			Average				Average
	Number of		Exercise		Number of		Exercise
	Shares		Price		Shares		Price
Options outstanding at January 1		301,176	$	16.39		646,946	$	16.96
Options exercised		(107,000)	$	14.01		(7,750)	$	14.54
Options outstanding at March 31		194,176	$	17.70		639,196	$	16.98
Options exercisable		194,176	$	17.70		584,652	$	17.25
Weighted average remaining term		4.3 years				5.2 years

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020 was $2.9 million and $0.1 million, respectively. The aggregate intrinsic value of all options outstanding as of March 31, 2021 was $5.4 million based on the closing price of the Company’s common stock of $45.52 per share on March 31, 2021, the last trading day of the quarter.

The Company recognized stock-based compensation expense relating to stock options in continuing operations of less than $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there was 0 remaining unamortized stock-based compensation cost relating to stock options granted to the Company’s employees and independent directors.

The Company did 0t grant any stock options during the three months ended March 31, 2021 and 2020.

Employee Stock Purchase Plan

In June 2019, the Company’s stockholders approved the CAI International, Inc. 2019 Employee Stock Purchase Plan (ESPP). The ESPP provides a means by which eligible employees may be given an opportunity to purchase shares of the Company’s common stock at a discount using payroll deductions. The ESPP authorizes the issuance of up to 250,000 shares of the Company’s common stock. The ~~first offering period under the ESPP commenced in December 2019. No~~Company did not issue any shares ~~were issued~~ under the ESPP during the three months ended March 31, 2021 and 2020. The Company recognized stock-based compensation expense relating to the ESPP of less than $0.1 million for both the three months ended March 31, 2021 and 2020.

(8) Income Taxes

The consolidated income tax expense for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, was determined based upon estimates of the Company’s consolidated annual effective income tax rate for the years ending December 31, ~~2020~~2021 and ~~2019,~~2020, 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 before discrete items was ~~9.1%~~7.1% at March 31, ~~2020,~~2021, compared to an effective tax rate of ~~8.2%~~8.6% at March 31, 2019. Discrete items during the three months ended March 31, 2020 primarily related to the impairment of railcar assets (Note 3) charge of $19.2 million, which resulted in a tax benefit of $4.5 million. 2020.

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 March 31, 2020, the Company had unrecognized tax benefits of $0.3 million, which if recognized, would reduce the Company’s effective tax rate. Total accrued interest relating to unrecognized tax benefits was $0.1 million as of March 31, 2020. The Company does not believe the total amount of unrecognized tax benefits as of March 31, 2020 will change for the remainder of 2020.

(9) Fair Value of Financial Instruments

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following fair value hierarchy when selecting inputs for its valuation techniques, with highest priority given to Level 1:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 – unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

~~Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;~~

~~Level 2 – inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and~~

Table of Contents

CAI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Level 3 – unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The carrying amounts of cash, restricted cash, accounts receivable and accounts payable reflected in the balance sheets as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, approximate their fair value due to the short-term nature of these financial assets and liabilities. The carrying value of variable-rate debt in the balance sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

The principal balance of the Company’s fixed-rate term loans, asset-backed notes and collateralized financing obligations was ~~$864.5~~$85.5 million, $711.1 million, and ~~$82.2~~$61.6 million as of March 31, ~~2020,~~2021, with a fair value of approximately ~~$836.8~~$89.2 million, $710.0 million, and ~~$83.3~~$58.8 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. The principal balance of the Company’s fixed-rate term loans, asset-backed notes and collateralized financing obligations was ~~$148.4~~$86.5 million, ~~$898.2~~$726.9 million and ~~$91.3~~$69.6 million as of December 31, ~~2019,~~2020, with a fair value of approximately ~~$151.0~~$91.1 million, ~~$911.0~~$725.8 million and ~~$93.0~~$71.6 million, respectively. Management believes that the balances of the Company’s senior secured notes of ~~$49.7~~$43.6 million and ~~$52.8~~$46.7 million, term loans held by VIE of ~~$35.2~~$29.9 million and ~~$36.5~~$31.2 million, and financing receivable of ~~$33.5~~$61.2 million and ~~$34.4~~$58.4 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, ~~and the fixed-rate term loans of $145.9 million as of March 31, 2020,~~ approximate their fair values. The fair value of these financial instruments would be categorized as Level 2 in the fair value hierarchy.

(10) Commitments and Contingencies

In addition to its debt obligations described in Note 6 above, the Company had commitments to purchase approximately ~~$3.8~~$312.7 million of containers as of March 31, ~~2020,~~2021, all in the twelve months ending March 31, ~~2021.~~ 2022.

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

(11) Stockholders’ Equity

Stock Repurchase Plan

In October 2018, the Company announced that the Board of Directors approved the repurchase of up to ~~three~~3 million shares of its outstanding common stock. In February 2021, the Board of Directors increased the share repurchase plan by an additional 2.0 million shares. The number, price, structure and timing of the repurchases, if any, will be at the Company’s sole discretion and will be evaluated by the Company depending on prevailing market conditions, corporate needs, and other factors. The stock repurchases may be made in the open market, block trades or privately negotiated transactions. This stock repurchase program replaces any available prior share repurchase authorization and may be discontinued at any time. ~~The Company did not repurchase any shares under this repurchase plan during~~During the three months ended March 31, ~~2020.~~2021, the Company repurchased 0.4 million shares of its common stock under this repurchase plan, at a cost of approximately $12.8 million. As of March 31, ~~2020,~~2021, approximately ~~1.0~~2.4 million shares remained available for repurchase under this share repurchase program.

For further information on the Company’s shareholders’ equity, see Note 1613 to the consolidated financial statements in the Company’ Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on March ~~5, 2020.~~ 1, 2021.

(12) Related Parties

The Company is responsible for settling income tax liabilities of certain employees related to stock-based compensation. The Company is then reimbursed for those amounts by the employees. At ~~March~~December 31, 2020, ~~and December 31, 2019,~~ the Company had a liability of $1.2 million representing tax due to the UK tax authorities in respect of an officer of the Company. The Company also included in its balance sheets at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 a current asset of $1.2 million, representing the amount that will be reimbursed to the Company by that officer.

(13) Segment and Geographic Information

The Company ~~organizes itself by the nature of the services it provides which includes equipment leasing (consisting of~~operates under one reportable segment, container leasing, ~~and rail leasing) and logistics.~~

~~The container leasing segment~~which 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~~

As disclosed in Note 2, the Company sold substantially all of the assets of its ~~revenue from~~logistics business and all its railcar assets during the ~~ownership and leasing of railcars. The logistics segment derives its revenue from the provision of logistics services. There are no material 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 the segments based upon relative asset values or revenue.

~~The following tables show condensed segment information for the three months~~year ended ~~March~~December 31, 2020, and ~~2019, reconciled to~~ the ~~Company’s income before income taxes~~operations of the logistics and rail businesses have been reclassified as ~~shown~~discontinued operations in ~~its~~the accompanying unaudited consolidated statements of ~~operations for such periods (in thousands):~~operations. As a result, the Company will no longer report Logistics or Rail Leasing as segments.

Three Months Ended March 31, 2020

Container Leasing

Rail Leasing

Logistics

Total
Total revenue

$
69,113

$
5,803

$
30,106

$
105,022
Total operating expenses

36,639

21,374

30,977

88,990
Operating income (loss)

32,474

(15,571)

(871)

16,032
Net interest and other expenses (income)

18,520

2,105

(3)

20,622
Income (loss) before income taxes

$
13,954

$
(17,676)

$
(868)

$
(4,590)
Purchase of rental equipment (1)

$
27,500

$
-

$
-

$
27,500

Three Months Ended March 31, 2019

Container Leasing

Rail Leasing

Logistics

Total
Total revenue

$
75,511

$
7,881

$
27,716

$
111,108
Total operating expenses (income)

38,409

(1,212)

29,790

66,987
Operating income (loss)

37,102

9,093

(2,074)

44,121
Net interest and other expenses (income)

19,947

3,945

(4)

23,888
Income (loss) before income taxes

$
17,155

$
5,148

$
(2,070)

$
20,233
Purchase of rental equipment (1)

$
108,090

$
33,122

$
-

$
141,212

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

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~The summary below presents total assets for the Company's segments as of the dates indicated (in thousands):~~

March 31, 2020

December 31, 2019
Container leasing

$
2,561,222

$
2,565,828
Logistics (2)

42,917

42,478
Rail

274,339

293,459
Total assets

$
2,878,478

$
2,901,765

~~(2) Includes goodwill of $15.8 million as of March 31, 2020 and December 31, 2019.~~

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.

‎

Table of Contents

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):




	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Switzerland					$	16,314	$	12,516
Korea						11,310		9,239
Singapore						10,606		9,850
France						8,394		7,630
United States	$	37,145	$	37,366		1,177		1,236
Switzerland		12,516		14,048
Singapore		9,850		10,034
Korea		9,239		9,870
France		7,630		8,933
Other Europe		15,240		15,199		18,350		15,240
Other Asia		12,587		15,308		13,818		12,587
Other International		815		350		831		815
Total revenue	$	105,022	$	111,108
Total leasing revenue					$	80,800	$	69,113

(14) Earnings Per Share

Basic net income (loss) ~~income~~ per share is computed based on the weighted average number of shares of common stock outstanding during each 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.

~~Table of Contents~~

~~CAI INTERNATIONAL, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

The following table sets forth the reconciliation of basic and diluted net income per share for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 (in thousands, except per share data):




	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Numerator
Net (loss) income attributable to CAI common stockholders	$	(3,537)	$	16,367
Net income from continuing operations					$	32,470	$	10,462
Net income (loss) from discontinued operations						1,063		(13,999)
Net income (loss) attributable to CAI common stockholders					$	33,533	$	(3,537)
Denominator
Weighted-average shares used in per share computation - basic		17,433		18,555		17,271		17,433
Effect of dilutive securities:
Stock options and restricted stock		-		315		247		282
Weighted-average shares used in per share computation - diluted		17,433		18,870		17,518		17,715

Net (loss) income per share attributable to CAI
common stockholders:
Basic	$	(0.20)	$	0.88
Continuing operations					$	1.88	$	0.60
Discontinued operations						0.06		(0.80)
Total basic					$	1.94	$	(0.20)
Diluted	$	(0.20)	$	0.87
Continuing operations					$	1.85	$	0.59
Discontinued operations						0.06		(0.79)
Total diluted					$	1.91	$	(0.20)

Certain options, restricted stock awards and time- and performance-based restricted stock units issued under employee ~~benefits~~benefit plans are excluded from the computation of diluted earnings per share because they were anti-dilutive. AtFor the three months ended March 31, ~~2020, all outstanding options, restricted stock and restricted stock units were excluded. At March 31, 2019, 128,969~~2021, 112 shares of stock options, restricted stock awards and time- and performance-based restricted stock units were excluded. For the three months ended March 31, 2020, 97,606 shares of stock options, restricted stock awards and time- and performance-based restricted stock units were excluded.

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Table of Contents

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, ~~2019~~2020 filed with the SEC on March ~~5, 2020.~~1, 2021. 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 Quarterly Report on Form 10-Q.

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~~lease 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.~~

The following tables show the composition of our fleet as of March 31, ~~2020~~2021 and ~~2019,~~2020, and our average utilization for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:



	As of March 31,				As of March 31,
	2020		2019		2021		2020
Owned container fleet in TEUs		1,590,880		1,522,907		1,714,552		1,590,880
Managed container fleet in TEUs		66,721		72,363		55,226		66,721
Total container fleet in TEUs		1,657,601		1,595,270		1,769,778		1,657,601

Owned container fleet in CEUs		1,622,354		1,551,465		1,767,305		1,622,354
Managed container fleet in CEUs		82,705		65,872		70,255		82,705
Total container fleet in CEUs		1,705,059		1,617,337		1,837,560		1,705,059

Owned railcar fleet in units		5,459		5,609



	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Average container fleet utilization in CEUs		98.2%		98.9%		99.6%		98.2%
Average owned container fleet utilization in CEUs		98.4%		98.9%		99.7%		98.4%
Average railcar fleet utilization		85.1%		90.2%

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.

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~~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 95.8% for both the total and owned container fleet, and 82.1% for the railcar fleet, for the three months ended~~ ~~March 31, 2020~~.

COVID-19 Pandemic

~~On March 11, 2020, the World Health Organization (WHO) declared the outbreak of a novel coronavirus (COVID-19) as a global~~The COVID-19 pandemic ~~which~~ continues to ~~spread throughout the United States~~have a meaningful impact on global trade and ~~around the world. There are many uncertainties regarding the COVID-19 pandemic, including the anticipated duration of the~~our business. The pandemic and ~~the extent of local~~related work, travel, and ~~worldwide~~ social ~~political, and economic disruption it may cause.~~

~~Table of Contents~~

~~In late January 2020, China implemented extensive work~~ restrictions ~~to control the outbreak, which led to a steep drop~~resulted in exports from China. Work restrictions in China started to ease in March 2020, and export volumes from China have continued to increase since that time. However, the spread of COVID-19 to other parts of the world and the strong actions taken by many countries to reduce exposures have led to a sharp decrease in global economic and trade activity during the ~~beginning~~first half of 2020, resulting in weak container leasing demand. However, we have seen a significant increase in leasing demand since the second ~~quarter~~half of 2020, which we expect to continue ~~during 2020. While the COVID-19 pandemic~~through 2021. However, it is too early to tell whether this rebound in demand will be sustained into 2022 and ~~the related global economic effects have not materially impacted our business, operations, or financial results to date, we do expect~~beyond.

We were initially concerned that the global economic impact will result in a decline in overall incremental demand for our services over the remainder of the year and elevates the risk of delayed payment or default by our customers. Moreover, it may have far-reaching impacts on many aspects of our operations, both directly through our ability to obtain cost effective financing and maintain equipment utilization, and indirectly through its impact on customers, equipment manufacturers, shippers, carriers, our employees, and the market generally, and the scope, severity and nature of these impacts continue to evolve.

~~Distress in the global economy, including trade volumes and a slowdown~~sharp decrease in global ~~demand, could generally lead to lower per diem lease rates for our~~ container and rail equipment, the overall value of our equipment, or our ability to continue to sell used containers. In addition, adverse effects on the economy as a whole could potentially reduce demand for our leased equipment and logistics services, and a prolonged slowdownvolumes early in ~~trade volumes due to the pandemic could also significantly~~2020 would increase the financial challenges facing our customers ~~which may~~and lead to ~~delays~~increased credit risk. While we are not yet through the pandemic, container freight rates and the financial performance of our customers have generally held up better than anticipated, with freight rates reaching record levels. As the impact of the pandemic grew, all the major shipping lines have taken aggressive actions to reduce their deployed vessel capacity, decreasing their network expenses and mitigating rate pressure from reduced freight volumes. The large decrease in ~~payments of leases, defaults on obligations owed~~bunker fuel prices has also been very helpful to ~~us,~~their financial performance. We continue to closely monitor our customers’ payment performance and ~~overall~~expect the potential for elevated credit risk as along as economic and trade disruptions persist.

Table of ~~our customers.~~Contents

Worldwide financial markets have recently experienced periods of extraordinary disruption and volatility, which has been exacerbated by the COVID-19 pandemic. Any sustained disruption in the capital markets from the COVID-19 pandemic could negatively impact our ability to raise capital to fund additional container purchases or service our outstanding debt. We have implemented remote work arrangements and have restricted business travel effective mid-March 2020, and to date, these arrangements have not materially affected our ability to maintain our business operations, including the operation of financial reporting systems, internal control over financial reporting, and disclosure controls and procedures.

~~The extent to which the COVID-19 outbreak impacts our business and operations will depend on future developments that are highly uncertain and cannot be predicted.~~ For additional information regarding the risk and uncertainties that we could encounter as a result of the COVID-19 pandemic and related global conditions, see ~~“The~~“Business Risk – The continued spread of the COVID-19 pandemic may have a material adverse impact on our business, financial condition and results of operations” in Item 1A. “Risk Factors” in ~~this Quarterly Reports~~our Annual Report on Form ~~10-Q.~~

~~Railcar assets~~

~~Due to market conditions, we decided during~~10-K for the ~~three months~~year ended ~~March~~December 31, 2020 filed with the SEC on March 1, 2021.

Disposal of Logistics and Rail Businesses

On August 14, 2020, we sold substantially all the assets of our logistics business to ~~terminate the sale process~~NFI, a North American logistics provider, for cash proceeds of $6.2 million. On December 29, 2020, we sold all our ~~rail business.~~remaining railcar fleet to affiliates of Infinity Transportation for cash proceeds of $228.1 million. As a result, the ~~railcar assets~~operating results of the logistics and rail leasing businesses have been ~~reclassified~~classified as ~~held for use~~discontinued operations in the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q. All prior periods presented in the unaudited consolidated financial statements have been restated to reflect the reclassification of the logistics and railcar leasing businesses as ~~of March 31, 2020 and the rail business reclassified as a continuing operation.~~discontinued operations. See Note 32 – ~~Rental Equipment~~Discontinued Operations to the consolidated financial statements in this Quarterly Report on Form 10-Q for ~~further information over the reclassification of the railcar assets as held for use.~~more information.

Results of Operations - Three Months Ended March 31, ~~2020~~2021 Compared to Three Months Ended March 31, ~~2019~~2020

The following table summarizes our results of operations for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 (dollars in thousands):


	Three Months Ended March 31,				Change				Three Months Ended March 31,				Change
	2020		2019		Amount		Percent		2021		2020		Amount		Percent
Total revenue	$	105,022	$	111,108	$	(6,086)	(5)	%
Total leasing revenue									$	80,800	$	69,113	$	11,687	17	%
Operating expenses		88,990		66,987		22,003	33	%		32,037		36,725		(4,688)	(13)	%
Total other expenses		20,622		23,888		(3,266)	(14)	%		11,582		18,520		(6,938)	(37)	%
Net (loss) income attributable to CAI common stockholders		(3,537)		16,367		(19,904)	(122)	%
Net income (loss) attributable to CAI common stockholders										33,533		(3,537)		37,070	(1,048)	%

The ~~decrease~~increase in total revenue for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019,~~2020, was attributable to a ~~$6.4~~$9.2 million, or 8%17%, ~~decrease~~increase in ~~container~~operating lease revenue, a $1.7 million, or 14%, increase in finance lease revenue, and a ~~$2.1~~$0.8 million, or ~~26%, decrease in rail lease revenue, partially offset by a $2.4 million, or 9%~~27%, increase in ~~logistics~~other lease revenue. The ~~increase~~decrease in operating expenses for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019,~~2020, was ~~primarily~~ the result of a ~~$19.2 million impairment charge recorded in the current year related to our rail assets, a $7.2~~$5.1 million, or ~~82% decrease~~309%, increase in gain on sale of rental equipment and a ~~$2.3~~$1.9 million, or 9%44%, ~~increase in logistics transportation costs, and a $0.6 million, or 12% increase~~decrease in storage, handling and other expenses, partially offset by a ~~$4.7~~$1.5 million, or ~~15%~~6%, ~~decrease~~increase in depreciation expense and a ~~$2.6~~$0.8 million, or ~~18% decrease~~12%, increase in administrative expenses.

Total other expenses for the three months ended March 31, ~~2020~~2021 decreased compared with the three months ended March 31, ~~2019,~~2020, primarily due to a ~~$3.5~~$7.1 million, or ~~15%~~39%, decrease in net interest expense. ~~Total dividends of $2.2 million on our preferred stock were recorded in both the three months ended March 31, 2020 and 2019.~~

The ~~decrease~~increase in revenue ~~and increase~~together with the decrease in operating expenses, ~~partially offset by the decrease in~~ total other ~~expenses~~expense and net loss from discontinued operations resulted in ~~a decrease~~an increase in net income attributable to CAI common stockholders for the three months ended March 31, ~~2020~~2021 of $37.1 million compared to the three months ended March 31, ~~2019, of $19.9 million.~~2020.

Total leasing revenue


	Three Months Ended March 31,				Change
($ in thousand)	2021		2020		Amount		Percent
Total leasing revenue	$	80,800	$	69,113	$	11,687	17	%

~~Table of Contents~~

~~Container lease revenue~~

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Container lease revenue

$
69,113

$
75,511

$
(6,398)

(8)
%

The ~~decrease~~increase in ~~container lease~~total leasing revenue for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019~~2020 was mainly attributable to a $6.2 million decrease in rental revenue resulting from a 10% reduction in average owned container per diem rental rates and a $3.3 million decrease in rental revenue arising from a change to cash-based revenue recognition for a certain customer due to collectability issues, partially offset by a $3.5$6.6 million increase in rental revenue resulting from a 6%12% increase in the average number of CEUs of on-lease owned ~~containers.~~

~~Rail lease~~containers and a $5.4 million increase in rental revenue

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Rail lease revenue

$
5,803

$
7,881

$
(2,078)

(26)
%

~~The~~ arising from payments made by a cash-based customer, partially offset by a $0.3 million decrease in ~~rail lease~~other revenue such as drop-off and repair fees given the current high utilization rate.

Depreciation of rental equipment


	Three Months Ended March 31,				Change
($ in thousand)	2021		2020		Amount		Percent
Depreciation of rental equipment	$	28,551	$	27,048	$	1,503	6	%

The increase in depreciation expense for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019~~2020 was mainly attributable to a ~~23% decrease in the average size of the railcar fleet as a result of the sale of 1,946 cars in February 2019.~~

~~Logistics revenue and gross margin~~

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Logistics revenue

$
30,106

$
27,716

$
2,390

9
%
Logistics transportation costs

26,815

24,519

2,296

9
%
Logistics gross margin

$
3,291

$
3,197

$
94

3
%

The increase in logistics revenue for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to an increase in volume, partially offset by a decrease in rates in our intermodal and truck brokerage operations. The gross margin percentage fell from 11.5% for the three months ended March 31, 2019 to 10.9% for the three months ended March 31, 2020, due primarily to lower margins being achieved in our intermodal and truck brokerage operations.

~~Depreciation of rental equipment~~

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Container leasing

$
27,048

$
28,413

$
(1,365)

(5)
%
Rail leasing

-

3,371

(3,371)

(100)
%

$
27,048

$
31,784

$
(4,736)

(15)
%

~~Container leasing~~

~~Depreciation expense for the three months ended March 31, 2020 decreased compared to the three months ended March 31, 2019.~~ ~~While there was a 6%~~5% increase in the average size of our owned container fleet ~~during~~subject to depreciation over the last twelve ~~months, 18% of containers purchased during the same period were used, which depreciate at a lower rate or are already fully depreciated.~~months.

~~Rail leasing~~
‎

There was no depreciation expense during the three months ended March 31, 2020 due to held for sale accounting for the railcar assets, which were classified as held for use during the three months ended March 31, 2019. See impairment of rental equipment below for further information.

~~Impairment of rental equipment~~

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Rail leasing

$
19,167

$
-

$
19,167

100
%

An impairment charge of $19.2 million was recognized during the three months ended March 31, 2020 to reduce the book value of the railcar portfolio, on an individual basis, to the lower of its net book value had the assets not been classified as held for sale, or its estimated fair value at the date when the decision was made not to sell the assets of the railcar business. For additional information on the impairment, see Note 3 to our consolidated financial statements in this Quarterly Report on Form 10-Q.

2422

Table of Contents

Storage, handling and other expenses

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Container leasing

$
4,429

$
3,847

$
582

15
%
Rail leasing

1,319

1,224

95

8
%
Logistics

-

49

(49)

(100)
%

$
5,748

$
5,120

$
628

12
%


	Three Months Ended March 31,				Change
($ in thousand)	2021		2020		Amount		Percent
Storage, handling and other expenses	$	2,489	$	4,429	$	(1,940)	(44)	%

~~Container leasing~~

The ~~increase~~decrease in storage, handling and other expenses for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019~~2020 was primarily attributable to a ~~$0.7~~$1.1 million ~~increase~~decrease in storage ~~handling~~costs and a $0.5 million decrease in repair expenses due to ~~an increase~~a decrease in the average size of the off-lease ~~fleet, partially offset by~~fleet.

Gain on sale of rental equipment


	Three Months Ended March 31,				Change
($ in thousand)	2021		2020		Amount		Percent
Gain on sale of rental equipment	$	6,743	$	1,647	$	5,096	309	%

While there was a ~~$0.1 million~~ decrease of 19% in ~~container liability insurance.~~

~~Rail leasing~~

~~Storage, handling and other expenses for~~the number of CEUs of containers sold during the three months ended March 31, ~~2020 remained relatively consistent with the three months ended March 31, 2019.~~

~~Gain on sale of rental equipment~~

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Container leasing

$
1,647

$
1,442

$
205

(14)
%
Rail leasing

(33)

7,390

(7,423)

100
%

$
1,614

$
8,832

$
(7,218)

82
%

~~Container leasing~~

~~Gain on sale of rental equipment for the three months ended March 31, 2020 remained relatively consistent with the three months ended March 31, 2019.~~

~~Rail leasing~~

~~The decrease in gain on sale of rental equipment for the three months ended March 31, 2020~~2021 compared to the three months ended March 31, ~~2019~~2020, there was ~~mainly attributable~~a 29% increase in the average sale price per CEU, resulting in a 385% increase in gain per CEU, due to ~~the sale of 1,946 railcars~~an increase in ~~February 2019~~demand for ~~a total gain of $7.0 million.~~equipment.

Administrative expenses

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Container leasing

$
6,809

$
7,591

$
(782)

(10)
%
Rail leasing

855

1,582

(727)

(46)
%
Logistics

4,162

5,223

(1,061)

(20)
%

$
11,826

$
14,396

$
(2,570)

(18)
%


	Three Months Ended March 31,				Change
($ in thousand)	2021		2020		Amount		Percent
Administrative expenses	$	7,740	$	6,895	$	845	12	%

~~Container leasing~~

The ~~decrease~~increase in administrative expenses for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019~~2020 was primarily attributable to a ~~$0.6~~$0.7 million ~~decrease in incentive-based compensation.~~

~~Rail leasing~~

~~The decrease in administrative expenses for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily attributable to a $0.3 million decrease~~increase in payroll-related costs, largely due to ~~decreased~~increased incentive-based ~~and stock-based compensation expenses and a decrease in allocated overhead costs resulting from the decrease in size of the railcar fleet between the two periods.~~compensation.

~~Logistics~~Other expense


	Three Months Ended March 31,				Change
($ in thousand)	2021		2020		Amount		Percent
Net interest expense	$	11,172	$	18,274	$	(7,102)	(39)	%
Other expense		410		246		164	(67)	%
	$	11,582	$	18,520	$	(6,938)	(37)	%

The decrease in administrative expenses for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily attributable to a $1.0 million decrease in payroll-related costs between the two periods due to a reduction in headcount.

~~Table of Contents~~

~~Other expenses~~

Three Months Ended March 31,

Change
($ in thousand)

2020

2019

Amount

Percent
Net interest expense

$
20,376

$
23,850

$
(3,474)

(15)
%
Other expense

246

38

208

(547)
%

$
20,622

$
23,888

$
(3,266)

(14)
%

Net interest expense

The decrease in net interest expense for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019~~2020 was due primarily to ~~a slight decrease in our average loan principal balance between the two periods, as we decreased acquisition activity for rental equipment, as well as~~ a decrease in the average interest rate on our outstanding debt from approximately ~~3.9% as of March 31, 2019 to~~ 3.3% as of March 31, 2020 to 2.1% as of March 31, 2021, caused primarily by a decrease in ~~LIBOR.~~LIBOR, as well as a decrease in our average loan principal balance between the two periods, mainly due to the paydown of debt with proceeds from the sale of our railcar portfolio in 2020.

Other expense

Other expense, representing a loss on foreign exchange of $0.4 million for the three months ended March 31, 2021, increased from a loss of $0.2 million for the three months ended March 31, 2020, ~~increased from a loss of less than $0.1 million for the three months ended March 31, 2019,~~ primarily as a result of movements in the U.S. Dollar exchange rate against the Euro.

Income tax expense


	Three Months Ended March 31,				Change				Three Months Ended March 31,				Change
($ in thousand)	2020		2019		Amount		Percent		2021		2020		Amount		Percent
Income tax (benefit) expense	$	(3,260)	$	1,659	$	(4,919)	(297)	%
Income tax expense									$	2,504	$	1,199	$	1,305	109	%

The ~~decrease~~increase in income tax expense for the three months ended March 31, ~~2020~~2021 compared to three months ended March 31, ~~2019~~2020 was mainly attributable to an increase in income before tax, partially offset by a decrease in the estimated effective tax rate. The full-year estimated effective tax rate before discrete items was ~~9.1%~~7.1% at March 31, ~~2020,~~2021, compared to an effective tax rate of ~~8.2%~~8.6% at March 31, ~~2019. Discrete items during the three months ended March 31, 2020 primarily related to the impairment of railcar assets charge of $19.2 million, which resulted in a tax benefit of $4.5 million.~~2020. The ~~increase~~decrease in the estimated full-year effective tax rate ~~before discrete items~~ was primarily due to an increase in the ~~amount~~proportion of ~~interest~~pretax income generated ~~by foreign direct finance leases subject to both foreign and U.S. income tax.~~ in lower tax jurisdictions.

‎

Table of Contents

Preferred stock dividends


	Three Months Ended March 31,				Change				Three Months Ended March 31,				Change
($ in thousand)	2020		2019		Amount		Percent		2021		2020		Amount		Percent
Preferred stock dividends	$	2,207	$	2,207	$	-	-	%	$	2,207	$	2,207	$	-	-	%

Preferred stock dividends for the three months ended March 31, ~~2020~~2021 remained consistent with the three months ended March 31, ~~2019.~~ 2020.

Income (loss) from discontinued operations


	Three Months Ended March 31,				Change
	2021		2020		Amount		Percent
($ in thousand)
Total revenue	$	293	$	35,909	$	(35,616)	(99)	%
Operating expenses		(324)		52,265		(52,589)	(101)	%
Interest expense		-		2,102		(2,102)	(100)	%
Income tax benefit		(446)		(4,459)		4,013	(90)	%
Net income (loss) from discontinued operations		1,063		(13,999)		15,062	(108)	%

Total revenue and operating expenses from discontinued operations for the three months ended March 31, 2021 were a result of immaterial differences in the actual transactions from the amounts accrued prior to the sale of the logistics and railcar businesses in 2020.

Liquidity and Capital Resources

As of March 31, ~~2020,~~2021, we had cash and cash equivalents of ~~$134.5~~$60.6 million, including ~~$21.0~~$12.7 million of restricted cash, and $23.9 million of cash held by variable interest entities (VIEs) ~~and $25.8 million of restricted cash.~~. 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 and debt offerings. Our cash in-flows are used to finance capital expenditures and meet debt service requirements.

As of March 31, ~~2020,~~2021, our outstanding indebtedness and current maximum borrowing level was as follows (in thousands):


	Current		Current		Current		Current
	Amount		Maximum		Amount		Maximum
	Outstanding		Borrowing Level		Outstanding		Borrowing Level
Revolving credit facilities	$	840,622	$	1,377,503	$	815,519	$	1,204,322
Term loans		246,474		246,474		176,800		176,800
Senior secured notes		49,720		49,720		43,610		43,610
Asset-backed notes		864,539		864,539		711,136		711,136
Collateralized financing obligations		82,212		82,212		61,628		61,628
Term loans held by VIE		35,195		35,195		29,884		29,884
		2,118,762		2,655,643		1,838,577		2,227,380
Debt issuance costs		(13,609)		-
Debt discount and debt issuance costs						(11,820)		-
Total	$	2,105,153	$	2,655,643	$	1,826,757	$	2,227,380

~~Table of Contents~~

As of March 31, ~~2020,~~2021, we had ~~$536.8~~$388.7 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 March 31, ~~2020,~~2021, the borrowing availability under our revolving credit facilities was ~~$41.0~~$248.8 million, assuming no additional contributions of assets.

~~To provide additional liquidity and enhance our financial flexibility~~As of March 31, 2021, we had a total of $1,431.3 million of debt in response to recent global economic uncertainty and financial market volatility caused by the COVID-19 pandemic, we drew down $70 million from our revolving credit facility as a precautionary measure in March 2020.

~~On April 27, we repaid in full two asset-backed credit~~ facilities with fixed interest rates or floating interest rates that have been synthetically fixed through interest rate swap agreements, which ~~provided additional liquidity~~accounts for 78% of ~~approximately $40 million, increasing~~ our total ~~available liquidity to approximately $155 million.~~outstanding debt.

For further information on our debt instruments, see Note 96 to the consolidated financial statements in this Quarterly Report on Form 10-Q and Note 107 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on March ~~5, 2020.~~1, 2021.

We continue to monitor the COVID-19 ~~outbreak~~pandemic and its impact on our overall liquidity position and outlook. The ultimate impact that COVID-19 may have on our operational and financial performance over the next 12 months is currently uncertain and will depend on certain developments, including, among others, the impact of COVID-19 on our customers, ~~and~~ the magnitude and duration of the ~~pandemic.~~pandemic, and the rollout and efficacy of vaccines. Assuming that our customers continue to meet their contractual commitments, 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.

Table of Contents

In addition to customary events of default, the agreements governing our indebtedness contain restrictive covenants, including limitations on certain liens, indebtedness and investments. In addition, the agreements governing our indebtedness contain various restrictive financial and other covenants. The financial covenants in the agreements governing our indebtedness require us to maintain: (1) ~~in the case of our debt facilities,~~ a consolidated funded debt to consolidated tangible net worth ratio, in the case of our debt facilities, 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, in the case of our debt facilities, ~~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:~~2.50:1.00. As of March 31, ~~2020,~~2021, we were in compliance with all of our financial and other covenants and we expect to remain in compliance for at least the next twelve months.

Cash Flows

The following table sets forth certain cash flow information for the three months ended March 31, ~~2020~~2021 and ~~March 31, 2019~~2020 (in thousands):



	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Net income	$	(1,330)	$	18,574	$	35,740	$	(1,330)
Net income adjusted for non-cash items		41,442		45,419

Net income from continuing operations adjusted for non-cash items						57,485		35,328
Changes in working capital		18,683		8,910		20,481		21,213
Net cash provided by operating activities		60,125		54,329
Net cash (used in) provided by investing activities		(2,909)		39,069
Net cash provided by (used in) financing activities		4,164		(92,730)
Net cash provided by operating activities of continuing operations						77,966		56,541
Net cash used in investing activities of continuing operations						(145,393)		(2,951)
Net cash provided by financing activities of continuing operations						62,425		5,225
Net cash used in (provided by) discontinued operations						(892)		2,565
Effect on cash of foreign currency translation		(77)		238		(8)		(77)
Net increase in cash and restricted cash		61,303		906
Net (decrease) increase in cash and restricted cash						(5,902)		61,303
Cash and restricted cash at beginning of period		73,239		75,983		66,502		73,239
Cash and restricted cash at end of period	$	134,542	$	76,889	$	60,600	$	134,542

Cash Flows from Continuing Operations

Operating Activities

Net cash provided by operating activities of continuing operations was ~~$60.1~~$78.0 million for the three months ended March 31, ~~2020,~~2021, an increase of ~~$5.8~~$21.4 million compared to ~~$54.3~~$56.5 million for the three months ended March 31, ~~2019.~~2020. The increase was due to a ~~$9.8~~$22.2 million increase in income from continuing operations as adjusted for depreciation, impairment and other non-cash items, partially offset by a $0.7 million decrease in our net working capital ~~adjustments, partially offset by a $4.0 million decrease in net income as adjusted for depreciation, amortization and other non-cash items.~~adjustments. The ~~decrease~~increase of ~~$4.0~~$22.2 million in ~~net~~ income from continuing operations as adjusted for non-cash items was primarily attributable to an increase of $22.0 million in income from continuing operations, an increase of $2.6 million in deferred tax liabilities due to ~~a $19.2 million impairment charge~~discrete tax benefits recognized in the ~~current period to reclassify railcar assets as held for use~~prior year, an increase of $1.5 million in depreciation expense, and a ~~$7.2~~decrease of $1.3 million ~~decrease~~in bad debt recovery due to cash receipts from a cash-based customer in the prior year, partially offset by an increase of $5.1 million in gain on sale of rental equipment, mainly due to an increase in container prices as a ~~large sale~~result of railcars in the prior year, partially offset by a $19.9 million decrease in net income, a decrease of $4.5 million in depreciation expense, a $4.1 million decrease in deferred income taxes, and a decrease of $1.8 million in bad debt expense due to receipt of payments from a previously reserved for customer. high demand.

~~Table of Contents~~

Net working capital provided by operating activities of ~~$18.7~~$20.5 million in the three months ended March 31, 2021, was due to a $21.6 million decrease in net investment in finance leases, representing the receipt of principal payments and a $1.2 million decrease in prepaid expenses and other assets, partially offset by a $2.8 million decrease in accounts payable, accrued expenses and other liabilities, primarily caused by the timing of cash receipts. Net working capital provided by operating activities of $21.2 million in the three months ended March 31, 2020 was due to a $17.1 million decrease in net investment in finance leases, ~~primarily due to~~representing the receipt of principal payments and a ~~$4.4~~$3.8 million decrease in accounts receivable, primarily caused by the timing of cash receipts from customers, and a $0.8 million decrease in prepaid expenses and other assets, partially offset by a $3.2 million decrease in accounts payable, accrued expenses and other liabilities, primarily caused by the timing of payments. Net working capital provided by operating activities of $8.9 million in the three months ended March 31, 2019 was due to a $16.4 million decrease in net investment in finance leases, primarily due to receipt of principal payments, and a $1.2 million decrease in accounts receivable, primarily caused by the timing of cash receipts from customers, partially offset by a $5.5 million decrease in accounts payable, accrued expenses and other liabilities, primarily caused by the timing of payments, a $2.0 million decrease in unearned revenue, and a $1.1 million increase in prepaid expenses and other current assets, primarily as a result of timing of payments.customers.

Investing Activities

Net cash used in investing activities of continuing operations was ~~$2.9~~$145.4 million for the three months ended March 31, ~~2020, a decrease~~2021, an increase of ~~$42.0~~$142.4 million compared to net cash ~~provided by~~used in investing activities of ~~$39.1~~$3.0 million for the three months ended March 31, ~~2019.~~2020. The ~~decrease~~increase in cash used was ~~primarily~~ attributable to a ~~$155.8~~$144.1 million ~~decrease~~increase in purchase of rental equipment and a $5.2 million increase in purchase of financing receivable, partially offset by $4.2 million increase in proceeds from sale of rental equipment ~~partially offset by~~and a ~~$113.7~~$2.3 million ~~decrease~~increase in ~~purchase~~receipt of ~~rental equipment.~~ principal payments from financing receivables.
‎

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Financing Activities

Net cash provided by financing activities of continuing operations was ~~$4.2~~$62.4 million for the three months ended March 31, ~~2020,~~2021, an increase of ~~$96.9~~$57.2 million compared to net cash ~~used in~~provided by financing activities of ~~$92.7~~$5.2 million for the three months ended March 31, ~~2019.~~2020. During the three months ended March 31, ~~2020,~~2021, our net cash inflow from borrowings was ~~$6.3~~$81.1 million compared to ~~net cash outflow of $76.3~~$7.3 million for the three months ended March 31, ~~2019.~~2020. The increase in net cash inflow from borrowings was ~~also a result~~partially offset by an increase of ~~a $13.9~~$12.8 million ~~decrease in~~for the repurchase of common ~~stock.~~stock and an increase of $5.2 million in dividends paid to common stockholders.

Cash Flows from Discontinued Operations

Net cash used in discontinued operations was $0.9 million for the three months ended March 31, 2021, a decrease of $3.5 million compared to net cash provided by discontinued operations of $2.6 million for the three months ended March 31, 2020. The change between the two periods was due to revenue and expenses resulting from immaterial differences in the actual transactions from the amounts accrued prior to the sale of the logistics and railcar business in 2020.

Equity Transactions

Stock Repurchase Plan

In October 2018, we announced that our Board of Directors approved the repurchase of up to three million shares of our outstanding common stock. In February 2021, our Board of Directors increased the share repurchase plan by an additional 2.0 million shares. The number, price, structure and timing of the repurchases, if any, will be at our sole discretion and will be evaluated by us depending on prevailing market conditions, corporate needs, and other factors. The stock repurchases may be made in the open market, block trades or privately negotiated transactions. This stock repurchase program replaces any available prior share repurchase authorization and may be discontinued at any time. ~~We did not repurchase any shares under this repurchase plan during~~During the three months ended March 31, ~~2020.~~2021, we repurchased 0.4 million shares of our common stock under this repurchase plan, at a cost of approximately $12.8 million. As of March 31, ~~2020,~~2021, approximately ~~1.0~~2.4 million shares remained available for repurchase under our share repurchase program.

~~Common Stock At-the-Market (ATM) Offering Program~~

In October 2017, we commenced an ATM offering program with respect to our common stock, which allows us to issue and sell up to 2.0 million shares of our common stock. We did not issue any shares under this ATM program during the three months ended ~~March 31, 2020. We have remaining capacity to issue up to approximately 1.0 million of additional shares of common stock under this ATM offering program.~~

~~Series A Preferred Stock ATM Offering Program~~

In May 2018, we commenced an ATM offering program with respect to our Series A Preferred Stock, which allows us to issue and sell up to 2.2 million shares of our Series A Preferred Stock. We did not issue any shares under this ATM program during the three months ended ~~March 31, 2020. We have remaining capacity to issue up to approximately 1.8 million of additional shares of Series A Preferred Stock under this ATM offering program.~~

~~Table of Contents~~

Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments by due date as of March 31, ~~2020~~2021 (in thousands):



	Payments Due by Period														Payments Due by Period
			Less than		1-2		2-3		3-4		4-5		More than				Less than		1-2		2-3		3-4		4-5		More than
	Total		1 year		years		years		years		years		5 years		Total		1 year		years		years		years		years		5 years
Total debt obligations:
Revolving credit facilities	$	840,622	$	21,122	$	-	$	-	$	819,500	$	-	$	-	$	815,519	$	-	$	-	$	815,519	$	-	$	-	$	-
Term loans		246,474		32,810		111,414		7,800		94,450		-		-		176,800		74,550		7,800		94,450		-		-		-
Senior secured notes		49,720		6,110		6,110		37,500		-		-		-		43,610		6,110		37,500		-		-		-		-
Asset-backed notes		864,538		134,547		134,547		127,422		94,547		94,547		278,928		711,136		63,130		63,130		63,130		64,058		64,986		392,702
Collateralized financing obligations		82,211		20,595		37,842		6,290		-		-		17,484		61,628		37,852		6,292		-		-		17,484		-
Term loans held by VIE		35,195		5,311		5,540		5,780		6,034		6,287		6,243		29,884		5,540		5,780		6,034		6,287		6,243		-
Interest on debt and capital lease obligations (1)		231,008		64,500		55,786		47,394		25,826		13,924		23,578		128,608		36,142		32,196		18,375		11,602		15,316		14,977
Rental equipment payable		5,124		5,124		-		-		-		-		-		61,582		61,582		-		-		-		-		-
Rent, office facilities and equipment		7,229		2,860		2,672		1,192		395		110		-		3,793		2,402		993		288		110		-		-
Equipment purchase commitments - Containers		3,766		3,766		-		-		-		-		-
Equipment purchase commitments																312,668		312,668		-		-		-		-		-
Total contractual obligations	$	2,365,887	$	296,745	$	353,911	$	233,378	$	1,040,752	$	114,868	$	326,233	$	2,345,228	$	599,976	$	153,691	$	997,796	$	82,057	$	104,029	$	407,679

~~(1)~~

Our estimate of interest expense commitment includes $64.2 million relating to our revolving credit facilities, $21.0 million relating to our term loans, $5.3 million relating to our senior secured notes, $129.2 million relating to our asset-back notes, $6.5 million relating to our collateralized financing obligations, and $4.8 million relating to our term loans held by VIE. The calculation of interest commitment related to our debt assumes the following weighted-average interest rates as of March 31, 2020: revolving credit facilities, 2.4%; term loans, 3.7%; senior secured notes, 4.9%; asset-backed notes, 4.0%; collateralized financing obligations, 1.6%; and term loans held by VIE, 4.2%. These calculations assume that weighted-average interest rates will remain at the same level over the next five years. We expect that interest rates will vary over time based upon fluctuations in the underlying indexes upon which these rates are based, including the potential discontinuation of LIBOR after 2021.

(1)Our estimate of interest expense commitment includes $10.2 million relating to our revolving credit facilities subject to variable interest rates, $17.2 million relating to our revolving credit facilities subject to fixed interest rates, $10.7 million relating to our term loans, $3.0 million relating to our senior secured notes, $77.9 million relating to our asset-back notes, $6.1 million relating to our collateralized financing obligations, and $3.4 million relating to our term loans held by VIE. The calculation of interest commitment related to our debt assumes the following weighted-average interest rates as of March 31, 2021: variable-rate revolving credit facilities, 1.4%; fixed-rate revolving credit facilities, 1.5%; term loans, 3.2%; senior secured notes, 4.9%; asset-backed notes, 2.3%; collateralized financing obligations, 1.8%; and term loans held by VIE, 4.2%. These calculations assume that weighted-average interest rates will remain at the same level over the next five years. We expect that interest rates will vary over time based upon fluctuations in the underlying indexes upon which these rates are based, including the potential discontinuation of LIBOR after 2021.

Off-Balance Sheet Arrangements

As of March 31, ~~2020,~~2021, 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.

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Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies during the three months ended March 31, ~~2020.~~2021. See Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on March ~~5, 2020.~~1, 2021.

Recent Accounting Pronouncements

~~The most~~In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2020-04 (ASU 2020-04), which adds ASC Topic 848, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides temporary optional expedients and exceptions to ease financial reporting burdens related to applying current GAAP to modifications of contracts, hedging relationships and other transactions in connection with the transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01 to clarify that certain optional expedients and exceptions apply to modifications of derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and for calculating price alignment interest. ASU 2020-04 is effective beginning on March 12, 2020 and may be applied prospectively to such transactions through December 31, 2022 and ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to such transactions through December 31, 2022. We will apply ASU 2020-04 and 2021-01 prospectively as and when we enter into transactions to which these updates apply.

Except as described above, there are no other recent ~~adopted~~ accounting ~~pronouncements~~pronouncement that are ~~described in Note 2~~relevant to our ~~unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.~~business.

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.

~~COVID-19 outbreak.~~ The effects of the infectious disease, COVID-19, are rapidly evolving globally and are uncertain. Our business could be adversely affected by this outbreak. Any prolonged restrictive measures in order to control the spread of COVID-19 or other adverse public health developments around the globe may have a material and adverse effect on the demand for our rental equipment, credit risk of our customers, logistics services, operations and financial condition.

~~Table of Contents~~

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 three months ended March 31, ~~2020,~~2021, the U.S. Dollar increased in value in relation to other major foreign currencies (such as the ~~Euro and British Pound Sterling)~~Euro). The increase in the relative value of the U.S. Dollar has decreased our revenues and expenses denominated in foreign currencies. The associated decrease in the value of certain foreign currencies as compared to the U.S. Dollar has also caused assets held at some of our foreign subsidiaries to decrease in value when translated to US dollars. ~~For the three months ended March 31, 2020, we~~We recognized a loss on foreign exchange of ~~$0.2 million.~~$0.4 million for the three months ended March 31, 2021. A 10% change in foreign exchange rates would not have a material impact on our financial position, results of operations or cash flows.

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. In July 2020, we entered into a five-year interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $500.0 million of variable-rate borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount based on one-month LIBOR and pay to the counterparty a fixed rate of 0.29%. Any changes in the fair value of the derivative instrument are recognized in accumulated other comprehensive loss and reclassified to net interest expense as they are realized.

As of March 31, ~~2020, the principal amount of debt outstanding under the variable-rate arrangements~~2021, approximately 78% of our revolving credit facilities was $840.6 million. In addition, at March 31, 2020, we had balances on our variable-rate term loans of $100.6 million. As of March 31, 2020, our total outstanding variable-rate debt was ~~$941.2 million,~~either fixed or hedged using derivative instruments, which ~~represented 44%~~helps mitigate any negative impact of ~~our total debt at that date. The average~~changes in short-term interest ~~rate on our variable-rate debt was 2.4% as of March 31, 2020, based on LIBOR plus~~rates. However, a ~~margin based on certain conditions set forth in our debt agreements.~~

A 1.0% increase or decrease in ~~underlying~~the interest rates ~~for these~~on our unhedged debt ~~obligations~~ would result in an increase or decrease of approximately $4.1 million in interest expense ~~by approximately $9.4 million annually assuming debt remains constant at March 31, 2020 levels.~~

~~While we actively manage our interest exposure by adjusting~~over the ~~ratio of floating and fixed-rate debt, 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.~~next 12 months.

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~~principal executive and ~~Chief Executive Officer and our Chief Financial Officer,~~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~~principal executive and ~~Chief Executive Officer and our Chief Financial Officer~~financial officer concluded that as of March 31, ~~2020~~2021 our disclosure controls and procedures were ~~not~~ effective ~~due~~with respect to ~~a material weakness~~controls and procedures designed to ensure that information required to be disclosed by the Company in ~~internal control over~~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 financial ~~reporting described in management’s annual report on internal control over financial reporting in our Annual Report on Form 10-K for the year ended December 31, 2019.~~officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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~~Remediation and~~

Changes in Internal Control Over Financial Reporting

We have taken actions to improve our internal control over financial reporting, including implementing plans as identified in Item 9A of our 2019 Form 10-K, to address our material weakness. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that remediation of this material weakness will be completed in 2020.

~~Except as noted above, there~~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 March 31, ~~2020,~~2021, 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, ~~2019~~2020 filed with the SEC on March ~~5, 2020.~~1, 2021. These risks are not the only ones facing our ~~company.~~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 and preferred 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. ~~Except as set forth below, there~~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, ~~2019.~~2020.

~~Table of Contents~~

~~The continued spread of the COVID-19 pandemic may have a material adverse impact on our business, financial condition and results of operations.~~

The ongoing COVID-19 pandemic has resulted in a significant impact to businesses and supply chains globally. The imposition of work and travel restrictions, as well as other actions by government authorities to contain the outbreak, have led to extended shutdowns of certain businesses, lower factory production, reduced volumes of global imports and exports and disruptions both of global and domestic transportation. The supply chain disruptions and government actions to counter the pandemic further exacerbated financial challenges faced by our shipping line and other customers. Additionally, the economic uncertainty created by the pandemic is affecting demand in several manufacturing sectors and is expected to result in a slowdown in the global economy, the extend or duration of which are uncertain. Further, in response to the pandemic, many businesses, including ourselves, have implemented remote working arrangements for their employees during the first quarter of 2020 that may continue, in whole or in part, for an extended period. Risks associated with the COVID-19 pandemic on our business include, but are not limited to:

increased credit concerns relating to our shipping lines, rail shippers and logistics customers as they face reduced demand, operational disruptions and increased costs relating to the pandemic, including the risk of bankruptcy or significant payments defaults or delays;

~~further reduced demand for rental equipment and increased pressure on lease rates;~~

~~reduced demand for sale of rental equipment;~~

~~reduced demand for logistics services, both internationally and domestically;~~

~~disruption to carriers impacting our ability to provide logistics services to our customers;~~

operational issues that could prevent our rental equipment from being discharged or picked up in affected areas or in other locations after having visited affected areas for a prolonged period of time;

business community risks associated with the transition to remote working arrangements, including increased cybersecurity risks, internet capacity constraints or other systems problems, and unanticipated difficulties or delays in our financial reporting processes;

liquidity risks, including that disruptions in financial markets as a result of the pandemic may increase the cost and availability of capital, and the risk of non-compliance with financial covenants in debt agreements;

~~potential impacts on key management, including health impacts and distractions caused by the pandemic response; and~~

~~potential impacts on business relationships due to restrictions on travel.~~

The magnitude of the COVID-19 pandemic, including the extent of any impact on our business, financial position, results of operations or liquidity, which could be material, cannot be reasonably determined at this time due to the rapid development and fluidity of the situation. The effects of the pandemic on our business will depend on its duration and severity, whether business disruptions will continue and the overall impact on the global economy.

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

~~Issuer~~ Purchases of Equity Securities by the Issuer

Period

Total Number of Shares (or Units) Purchased (1)

Average Price Paid per Share (or Unit) (1)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2020 – January 31, 2020(2)

229

$
28.92

-

1,000,000
February 1, 2020 – February 29, 2020

-

-

-

1,000,000
March 1, 2020 – March 31, 2020(2)

2,483

25.05

-

1,000,000
Total

2,712

$
25.38

-

1,000,000



Period	Total Number of Shares (or Units) Purchased		Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
January 1, 2021 – January 31, 2021	310,098	$	32.57	310,098	2,751,431
February 1, 2021 – February 28, 2021	80,374		33.34	80,374	2,441,333
March 1, 2021 – March 31, 2021⁽²⁾	1,629		43.35	-	2,360,959
Total	392,101	$	32.77	390,472	2,360,959

⁽¹⁾On October 8, 2018, we announced that our Board of Directors had approved the repurchase of up to 3.0 million shares of outstanding common stock. On February 11, 2021, the Board of Directors increased the share repurchase plan by an additional 2.0 million shares. The repurchase plan does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. As of March 31, 2021, 2.4 million shares remained available for repurchase under our share repurchase plan.

⁽²⁾Represents shares withheld by the Company to satisfy the tax obligations of certain of its employees upon the vesting of restricted stock awards.

⁽¹⁾

On October 8, 2018, we announced that our Board of Directors had approved the repurchase of up to three million shares of outstanding common stock. The repurchase plan does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. As of March 31, 2020, 1.0 million shares remained available for repurchase under our share repurchase plan.

⁽²⁾

~~Represents shares withheld by the Company to satisfy the tax obligations of certain of our employees upon the vesting of restricted stock awards.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

~~Table of Contents~~

ITEM 5. OTHER INFORMATION

None.

‎

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ITEM 6. EXHIBITS

See below for a list of exhibits filed or furnished with this report, which are incorporated by reference herein.


Exhibit No.	Description	~~Description~~
3.1	Amended and Restated Certificate of Incorporation of CAI International, Inc. (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, as amended, File No. 333-140496 filed on April 24, 2007).
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of CAI International, Inc., dated June 4, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 5, 2018).
3.3	Certificate of Designations of Rights and Preferences of 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, dated March 28, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 28, 2018).
3.4	Certificate of Designations of Rights and Preferences of 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, dated August 10, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 10, 2018).
3.5	Amended and Restated Bylaws of CAI International, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 10, 2009).
31.1	Certification of ~~Chief Executive Officer~~principal executive officer and principal financial officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~31.2~~32.1	Certification of ~~Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
~~32.1~~	~~Certification of Chief Executive Officer~~principal executive officer and principal financial officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~32.2~~101	~~Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~101~~	The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheets as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, (ii) Consolidated Statements of Operations for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iv) Consolidated Statements of Stockholders’ Equity for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (v) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, and (vi) Notes to Unaudited Consolidated Financial Statements.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

‎

* Management contract or compensatory plan.

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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.


	CAI International, Inc.
	(Registrant)

~~May 5, 2020~~April 30, 2021	/s/ ~~VICTOR M. GARCIA~~TIMOTHY B. PAGE
	~~Victor M. Garcia~~Timothy B. Page
	Executive Vice President, Interim President and Chief Executive Officer
	(Principal Executive and Financial Officer)

~~May 5, 2020~~	~~/s/ TIMOTHY B. PAGE~~
	~~Timothy B. Page~~
	~~Chief Financial Officer~~
	~~(Principal Financial and Accounting Officer)~~

3430



	Net investment in		Financing
December 31, 2019	finance leases		receivable
Tier 1	$	502,265	$	33,694
Tier 2		65,103		725
Tier 3		-		-
	$	567,368	$	34,419


2021	$	1,609
2022		1,231
2023		474
2024		406
Total intangible assets	$	3,720


	Three Months Ended March 31, 2020
	Container Leasing		Rail Leasing		Logistics		Total
Total revenue	$	69,113	$	5,803	$	30,106	$	105,022
Total operating expenses		36,639		21,374		30,977		88,990
Operating income (loss)		32,474		(15,571)		(871)		16,032
Net interest and other expenses (income)		18,520		2,105		(3)		20,622
Income (loss) before income taxes	$	13,954	$	(17,676)	$	(868)	$	(4,590)
Purchase of rental equipment (1)	$	27,500	$	-	$	-	$	27,500


	Three Months Ended March 31, 2019
	Container Leasing		Rail Leasing		Logistics		Total
Total revenue	$	75,511	$	7,881	$	27,716	$	111,108
Total operating expenses (income)		38,409		(1,212)		29,790		66,987
Operating income (loss)		37,102		9,093		(2,074)		44,121
Net interest and other expenses (income)		19,947		3,945		(4)		23,888
Income (loss) before income taxes	$	17,155	$	5,148	$	(2,070)	$	20,233
Purchase of rental equipment (1)	$	108,090	$	33,122	$	-	$	141,212



Period	Total Number of Shares (or Units) Purchased (1)		Average Price Paid per Share (or Unit) (1)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2020 – January 31, 2020(2)	229	$	28.92	-	1,000,000
February 1, 2020 – February 29, 2020	-		-	-	1,000,000
March 1, 2020 – March 31, 2020(2)	2,483		25.05	-	1,000,000
Total	2,712	$	25.38	-	1,000,000