UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9670
-------------------------------
PLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3041257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MARKET, STEUART STREET TOWER,
SUITE 800, SAN FRANCISCO, CA 94105-1301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 974-1399
----------------------------------------------------------------------
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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: common stock - $.01
par value; outstanding as of May 2, 2000 - 7,701,409 shares.
PLM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars, except per share amounts)
For the Three Months
Ended March 31,
2000 1999
--------------------------
REVENUES
Operating lease income $ 7,290 $ 3,877
Management fees 1,984 2,153
Partnership interests and other fees 281 290
Acquisition and lease negotiation fees 19 461
Loss on the sale or disposition of assets, net (13) (9)
Other 346 364
-----------------------------
Total revenues 9,907 7,136
-----------------------------
COSTS AND EXPENSES
Operations support 4,273 2,699
Depreciation and amortization 2,522 1,577
General and administrative 1,586 1,484
-----------------------------
Total costs and expenses 8,381 5,760
-----------------------------
Operating income 1,526 1,376
Interest expense (1,520) (1,097)
Interest income 203 97
-----------------------------
Income before income taxes 209 376
Provision for income taxes 79 145
-----------------------------
Net income from continuing operations 130 231
Income (loss) from discontinued operations, net of income tax (49) 79
-----------------------------
Net income before cumulative effect of accounting change 81 310
Cumulative effect of accounting change, net of income taxes -- (250)
-----------------------------
Net income to common shares $ 81 $ 60
=============================
Basic earnings per weighted-average common share outstanding:
Income from continuing operations $ 0.02 $ 0.03
Income (loss) from discontinued operations (0.01) 0.01
Cumulative effect of accounting change -- (0.03)
-----------------------------
Net income $ 0.01 $ 0.01
=============================
Diluted earnings per weighted-average common share outstanding:
Income from continuing operations $ 0.02 $ 0.03
Income (loss) from discontinued operations (0.01) 0.01
Cumulative effect of accounting change -- (0.03)
-----------------------------
Net income $ 0.01 $ 0.0
=============================
See accompanying notes to these consolidated financial statements.
PLM INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars, except share amounts)
ASSETS
March 31, December 31,
2000 1999
---------------------------------------
Cash and cash equivalents $ 22,636 $ 2,089
Receivables (net of allowance for doubtful accounts of $1.2 million and
$0.8 million as of March 31, 2000 and December 31, 1999, respectively) 10,329 8,437
Receivables from affiliates 4,248 2,962
Net assets of discontinued operations -- 30,990
Equity interest in affiliates 18,165 18,145
Trailers held for operating leases 108,272 103,000
Less accumulated depreciation (23,298) (21,093)
-------------------------------------
84,974 81,907
Restricted cash and cash equivalents 1,477 1,812
Other assets, net 7,815 5,855
=====================================
Total assets $ 149,644 $ 152,197
=====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Senior secured notes $ 18,799 $ 20,679
Senior secured loan 7,353 8,824
Other secured debt 50,103 50,697
Payables and other liabilities 8,570 8,445
Deferred income taxes 15,503 14,139
-------------------------------------
Total liabilities 100,328 102,784
Shareholders' equity
Preferred stock ($0.01 par value, 10.0 million shares
authorized, none outstanding as of March 31, 2000 and December 31, 1999) -- --
Common stock ($0.01 par value, 50.0 million shares
authorized, and 7,701,409 and 7,675,410 shares issued and outstanding
as of March 31, 2000 and December 31, 1999, respectively) 112 112
Paid-in capital, in excess of par 74,883 75,059
Treasury stock (4,334,346 and 4,360,345 shares as of March 31, 2000 and
December 31, 1999, respectively) (18,326) (18,324)
Accumulated deficit (7,353) (7,434)
-------------------------------------
Total shareholders' equity 49,316 49,413
=====================================
Total liabilities and shareholders' equity $ 149,644 $ 152,197
=====================================
See accompanying notes to these consolidated financial statements.
PLM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME For the Year Ended December 31,
1999 and the Three Months Ended March 31, 2000
(in thousands of dollars)
Common Stock Accumulated
------------------------------------------- Deficit &
Paid-in Accumulated
Capital in Other Total
At Excess Treasury Comprehensive Shareholders'
Par of Par Stock Income
-------------------------------------------------------------------------------
Balances, December 31, 1998 $ 112 $ 74,947 $ (15,072) $ (9,790) $ 50,197
Comprehensive income:
Net income 2,356 2,356
Exercise of stock options 11 591 602
Common stock purchases (3,951) (3,951)
Reissuance of treasury stock 101 108 209
---------------------------------------------------------------------------
Balances, December 31, 1999 112 75,059 (18,324) (7,434) 49,413
Comprehensive income:
Net income 81 81
Exercise of stock options (176) 336 160
Common stock purchases (338) (338)
===========================================================================
Balances, March 31, 2000 $ 112 $ 74,883 $ (18,326) $ (7,353) $ 49,316
===========================================================================
See accompanying notes to these consolidated financial statements.
PLM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
For the Three Months
Ended March 31,
2000 1999
--------------------------------
OPERATING ACTIVITIES
Net income from continuing operations $ 130 $ 231
Adjustments to reconcile net income from continuing operations to net cash
provided by operating activities:
Depreciation and amortization 2,522 1,577
Deferred income tax 1,364 (5,838)
Loss on sale or disposition of assets, net 13 9
Equity income in excess of (less than) cash received (244) 82
Increase (decrease) in payables and other liabilities 125 (792)
(Increase) decrease in receivables and receivables from affiliates 170 303
Amortization of goodwill related to the investment programs 224 709
Increase in other assets (2,265) (62)
--------------------------------
Cash provided by (used in) operating activities of continuing operations 2,039 (3,781)
Cash provided by operating activities of discontinued operations -- 6,636
Cumulative effect of accounting change -- 250
--------------------------------
Net cash provided by operating activities 2,039 3,105
--------------------------------
INVESTING ACTIVITIES
Principal payments received on finance leases 140 71
Purchase of property, plant, and equipment (2) (409)
Purchase of transportation equipment and capital improvements (5,480) (21,907)
Proceeds from sale of subsidiary, net of transaction costs 27,723 --
Proceeds from the sale of transportation equipment for lease 45 103
Proceeds from the sale of assets held for sale -- 6,960
Decrease (increase) in restricted cash and restricted cash equivalents 335 (409)
Investing activities of discontinued operations -- (574)
-------------------------------
Net cash provided by (used in) investing activities 22,761 (16,165)
-------------------------------
FINANCING ACTIVITIES
Borrowings of short-term warehouse credit facilities 1,200 17,126
Repayment of short-term warehouse credit facilities (1,200) (5,855)
Repayment of senior secured notes (1,880) (1,880)
Repayment of senior secured loan (1,471) (1,471)
Repayment of other secured debt (867) (298)
Borrowings of other secured debt 273 --
Proceeds from exercise of stock options 30 18
Purchase of stock (338) (405)
Net financing activities of discontinued operations -- 942
--------------------------------
Net cash (used in) provided by financing activities (4,253) 8,177
--------------------------------
Net increase (decrease) in cash and cash equivalents 20,547 (4,883)
Cash and cash equivalents at beginning of period 2,089 8,786
================================
Cash and cash equivalents at end of period $ 22,636 $ 3,903
================================
SUPPLEMENTAL INFORMATION
Net cash paid for interest from continuing operations $ 1,588 $ 2,61
================================
Net cash paid for interest from discontinued operations $ 1,688 $ 1,125
================================
Net cash paid for income taxes $ 182 $ 137
================================
See accompanying notes to these consolidated financial statements.
PLM INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. GENERAL
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments necessary, consisting primarily of normal
recurring accruals, to present fairly PLM International, Inc. and its wholly-
and majority-owned subsidiaries (the Company's) financial position as of March
31, 2000 and December 31, 1999, statements of income for the three months ended
March 31, 2000 and 1999, statements of changes in shareholders' equity and
comprehensive income for the year ended December 31, 1999 and the three months
ended March 31, 2000 and statements of cash flows for the three months ended
March 31, 2000 and 1999. Certain information and note disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted from the accompanying
consolidated financial statements. For further information, reference should be
made to the financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, on file with
the Securities and Exchange Commission.
2. RECLASSIFICATIONS
Certain prior-period amounts have been reclassified to conform to the current
period's presentation.
3. DISCONTINUED OPERATIONS
In October 1999, the Company agreed to sell American Finance Group, Inc. (AFG),
its commercial and industrial equipment leasing subsidiary for approximately
$28.3 million, net of transaction costs and income taxes. On February 25, 2000,
the shareholders of PLM International approved the transaction. The sale of AFG
was completed on March 1, 2000. On that date, the Company received $29.0 million
for AFG. The Company expects to receive additional proceeds of $3.2 million,
which are included in receivables on consolidated balance sheet as of March 31,
2000, in the second quarter of 2000 related to the sale of AFG. Taxes and
transaction costs related to the sale are estimated to be $3.9 million resulting
in estimated net proceeds to the Company of $28.3 million. In addition, AFG
distributed to PLMI certain assets with a net book value of $2.7 million and
cash of $0.4 million immediately prior to the sale.
Accordingly, the Company's commercial and industrial leasing operations are
accounted for as a discontinued operation and prior periods have been restated.
For business segment reporting purposes, AFG is reported in the segment
"Commercial and industrial equipment leasing and financing". Costs and expenses
included in discontinued operations includes all direct expenses of AFG and
allocated costs from PLMI that will be eliminated as a result of the sale.
Net income (loss) from discontinued operations for the quarter ended March 31,
2000 and 1999 are as follows (in thousands of dollars):
2000 1999
-------------------------------
Revenue $ 4,076 $ 6,471
Costs and expenses (2,871) (2,954)
-------------------------------
Operating income 1,205 3,517
Interest expense (1,702) (2,588)
Interest income and other expenses 95 (802)
-------------------------------
Net income (loss) from discontinued operations before income taxes (402) 127
Provision for (benefit from) income tax (153) 48
Net income previously accrued as a component of loss
on discontinued operations 200 --
-------------------------------
Net income (loss) from discontinued operations $ (49) $ 79
================================
During the first quarter of 2000, $0.6 million of after-tax loss on disposal of
discontinued operations was recorded against the provision established at
December 31, 1999 and is not included in the above table.
4. EQUIPMENT
Trailer quipment held for operating lease is depreciated on the straight-line
method down to the equipment's estimated salvage value.
During the first three months of 2000, the Company purchased trailers for $5.5
million and sold trailers with a net book value of $0.1 million for $45,000.
As of March 31, 2000 and December 31, 1999, the Company had no equipment held
for sale.
5. DEBT
The Company has a $24.5 million facility, which is shared with Equipment Growth
Fund VI (EGF VI), Equipment Growth and Income Fund VII (EGF VII), and
Professional Lease Management Income Fund I, LLC (Fund I), that allows the
Company to purchase equipment prior to its designation to a specific program or
prior to obtaining permanent financing. Total borrowings for trailer equipment
are limited to $12.0 million. Borrowings under this facility by the other
eligible borrowers reduce the amount available to be borrowed by the Company.
All borrowings under this facility are guaranteed by the Company. This facility
expires on June 30, 2000. As of March 31, 2000, the Company had no borrowings
outstanding under this facility and there were no other borrowings outstanding
under this facility by any other eligible borrower. The Company believes it will
be able to renew this facility on substantially the same terms upon its
expiration.
During the first quarter of 2000, the Company borrowed $0.3 million under the
$15.0 million credit facility used to purchase trailers. This facility's
outstanding balance at March 31, 2000 was $15.0 million.
During the first quarter of 2000, the Company repaid $1.5 million of the senior
secured loan, $1.9 million of the senior secured notes, and $0.9 million of the
other secured debt, in accordance with the debt repayment schedules.
6. SHAREHOLDERS' EQUITY
During the first quarter of 2000, the Company purchased 54,001 shares of the
Company's common stock for $0.3 million, under the $5.0 million common stock
repurchase program authorized by the Company's Board of Directors in December
1998. As of March 31, 2000, 784,080 shares had been purchased under this plan,
for a total of $4.7 million.
During the three months ended March 31, 2000, 80,000 shares were issued from
exercise of stock options. Consequently, the total common shares outstanding
increased to 7,701,409 as of March 31, 2000 from the 7,675,410 outstanding as of
December 31, 1999.
Net income per basic weighted-average common share outstanding was computed by
dividing net income to common shares by the weighted-average number of shares
deemed outstanding during the period. The weighted-average number of shares
deemed outstanding for the basic earnings per share calculation during the three
months ended March 31, 2000 and 1999 was 7,702,985 and 8,164,672, respectively.
The weighted-average number of shares deemed outstanding, including potentially
dilutive common shares, for the diluted earnings per weighted-average share
calculation during the three months ended March 31, 2000 and 1999 was 7,761,244
and 8,288,189, respectively.
7. LEGAL MATTERS
The Company and various of its wholly owned subsidiaries are named as defendants
in a lawsuit filed as a purported class action in January 1997 in the Circuit
Court of Mobile County, Mobile, Alabama, Case No. CV-97-251 (the Koch action).
The named plaintiffs are six individuals who invested in PLM Equipment Growth
Fund IV (Fund IV), PLM Equipment Growth Fund V (Fund V), PLM Equipment Growth
Fund VI (Fund VI), and PLM Equipment Growth & Income Fund VII (Fund VII) (the
Partnerships), each a California limited partnership for which the Company's
wholly owned subsidiary, PLM Financial
7. LEGAL MATTERS (CONTINUED)
Services, Inc. (FSI), acts as the General Partner. The complaint asserts causes
of action against all defendants for fraud and deceit, suppression, negligent
misrepresentation, negligent and intentional breaches of fiduciary duty, unjust
enrichment, conversion, and conspiracy. Plaintiffs allege that each defendant
owed plaintiffs and the class certain duties due to their status as fiduciaries,
financial advisors, agents, and control persons. Based on these duties,
plaintiffs assert liability against defendants for improper sales and marketing
practices, mismanagement of the Partnerships, and concealing such mismanagement
from investors in the Partnerships. Plaintiffs seek unspecified compensatory
damages, as well as punitive damages, and have offered to tender their limited
partnership units back to the defendants.
In March 1997, the defendants removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama, Southern
Division (Civil Action No. 97-0177-BH-C) (the court) based on the court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel arbitration of the named plaintiffs' claims, based on an agreement to
arbitrate contained in the limited partnership agreement of each Partnership.
Plaintiffs appealed this decision, but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.
In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another purported class action filed in the
San Francisco Superior Court, San Francisco, California, Case No. 987062 (the
Romei action). The plaintiff is an investor in Fund V, and filed the complaint
on her own behalf and on behalf of all class members similarly situated who
invested in the Partnerships. The complaint alleges the same facts and the same
causes of action as in the Koch action, plus additional causes of action against
all of the defendants, including alleged unfair and deceptive practices and
violations of state securities law. In July 1997, defendants filed a petition
(the petition) in federal district court under the Federal Arbitration Act
seeking to compel arbitration of plaintiff's claims. In October 1997, the
district court denied the Company's petition, but in November 1997, agreed to
hear the Company's motion for reconsideration. Prior to reconsidering its order,
the district court dismissed the petition pending settlement of the Romei
action, as discussed below. The state court action continues to be stayed
pending such resolution.
In February 1999 the parties to the Koch and Romei actions agreed to settle the
lawsuits, with no admission of liability by any defendant, and filed a
Stipulation of Settlement with the court. The settlement is divided into two
parts, a monetary settlement and an equitable settlement. The monetary
settlement provides for a settlement and release of all claims against
defendants in exchange for payment for the benefit of the class of up to $6.6
million. The final settlement amount will depend on the number of claims filed
by class members, the amount of the administrative costs incurred in connection
with the settlement, and the amount of attorneys' fees awarded by the court to
plaintiffs' attorneys. The Company will pay up to $0.3 million of the monetary
settlement, with the remainder being funded by an insurance policy. For
settlement purposes, the monetary settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment any units in the Partnerships between May 23, 1989 and
June 29, 1999. The monetary settlement, if approved, will go forward regardless
of whether the equitable settlement is approved or not.
The equitable settlement provides, among other things, for: (a) the extension
(until January 1, 2007) of the date by which FSI must complete liquidation of
the Partnerships' equipment, (b) the extension (until December 31, 2004) of the
period during which FSI can reinvest the Partnerships' funds in additional
equipment, (c) an increase of up to 20% in the amount of front-end fees
(including acquisition and lease negotiation fees) that FSI is entitled to earn
in excess of the compensatory limitations set forth in the North American
Securities Administrator's Association's Statement of Policy; (d) a one-time
repurchase by each of Funds V, VI and VII of up to 10% of that partnership's
outstanding units for 80% of net asset value per unit; and (e) the deferral of a
portion of the management fees paid to an affiliate of FSI until, if ever,
certain performance thresholds have been met by the Partnerships. Subject to
final court approval, these proposed changes would be made as amendments to each
Partnership's limited partnership agreement if less than 50% of the limited
partners of each Partnership vote against such amendments. The limited partners
will be provided the opportunity to vote against the amendments by following the
7. LEGAL MATTERS (CONTINUED)
instructions contained in solicitation statements that will be mailed to them
after being filed with the Securities and Exchange Commission. The equitable
settlement also provides for payment of additional attorneys' fees to the
plaintiffs' attorneys from Partnership funds in the event, if ever, that certain
performance thresholds have been met by the Partnerships. The equitable
settlement class consists of all investors, limited partners, assignees or unit
holders who on June 29, 1999 held any units in Funds V, VI, and VII, and their
assigns and successors in interest.
The court preliminarily approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain conditions, including
notice to the monetary class and final approval by the court following a final
fairness hearing. The equitable settlement remains subject to certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed amendments to the partnership agreements by less than 50% of the
limited partners in one or more of Funds V, VI, and VII, and (c) judicial
approval of the proposed amendments and final approval of the equitable
settlement by the court following a final fairness hearing. No hearing date is
currently scheduled for the final fairness hearing. The Company continues to
believe that the allegations of the Koch and Romei actions are completely
without merit and intends to continue to defend this matter vigorously if the
monetary settlement is not consummated.
The Company is involved as plaintiff or defendant in various other legal actions
incidental to its business. Management does not believe that any of these
actions will be material to the financial condition of the Company.
8. PURCHASE COMMITMENTS
As of May 2, 2000, the Company had committed to purchase $21.0 million of
trailer equipment.
9. OPERATING SEGMENTS
The Company operates or operated in three operating segments: trailer leasing,
the management of investment programs and other transportation equipment
leasing, and commercial and industrial equipment leasing and financing. The
trailer leasing segment includes 22 trailer rental facilities that engage in
short to mid-term operating leases of refrigerated and dry van trailers to a
variety of customers and management of trailers for the investment programs. The
management of investment programs and other transportation equipment leasing
segment involves managing the Company's syndicated investment programs, from
which it earns fees and equity interests, and arranging short-term to mid-term
operating leases of other transportation equipment. The Company sold its
comercial and industrial equipment leasing subsidiary on March 1, 2000.
Accordingly, this segment is accounted for as a discontinued operation. The
Company evaluates the performance of each segment based on profit or loss from
operations before allocating general and administrative expenses and certain
operation support expense and before allocating income taxes.
9. OPERATING SEGMENTS (CONTINUED)
The following tables present a summary of the operating segments (in thousands
of dollars):
Commercial Management
and of Investment
Industrial Programs
Equipment and Other
Leasing Transportation
Trailer and Equipment
Leasing Financing Leasing Other<F1>1 Total
For the quarter ended March 31, 2000
- ------------------------------------- ----------------------------------------------------------------------------
REVENUES
Lease income $ 7,245 $ -- $ 45 $ -- $ 7,290
Fees earned 173 -- 2,111 -- 2,284
Loss on sale or disposition of assets, net (13) -- -- -- (13)
Other 3 -- 343 -- 346
------------------------------------------------------------------------------
Total revenues 7,408 -- 2,499 -- 9,907
------------------------------------------------------------------------------
Costs and expenses
Operations support 3,640 -- 296 337 4,273
Depreciation and amortization 2,365 -- 157 -- 2,522
General and administrative expenses -- -- -- 1,586 1,586
------------------------------------------------------------------------------
Total costs and expenses 6,005 -- 453 1,923 8,381
------------------------------------------------------------------------------
Operating income (loss) 1,403 -- 2,046 (1,923) 1,526
Interest expense, net (1,089) -- (431) 203 (1,317)
------------------------------------------------------------------------------
Income (loss) before income taxes $ 314 $ -- $ 1,615 $ (1,720) $ 209
==============================================================================
Loss from discontinued operations, net of $ -- $ (49) $ $ -- $ (49)
income tax --
==============================================================================
Total assets as of March 31, 2000 $ 90,263 $ -- $ 27,764 $ 31,617 $ 149,644
==============================================================================
Commercial Management
and of Investment
Industrial Programs
Equipment and Other
Leasing Transportation
Trailer and Equipment
Leasing Financing Leasing Other<F1>1 Total
For the quarter ended March 31, 1999
- ------------------------------------- ----------------------------------------------------------------------------
Revenues
Lease income $ 3,691 $ -- $ 186 $ -- $ 3,877
Fees earned 205 -- 2,699 -- 2,904
Loss on sale or disposition of assets, net (9) -- -- -- (9)
Other -- -- 364 -- 364
------------------------------------------------------------------------------
Total revenues 3,887 -- 3,249 -- 7,136
------------------------------------------------------------------------------
Costs and expenses
Operations support 1,899 -- 494 306 2,699
Depreciation and amortization 1,459 -- 110 8 1,577
General and administrative expenses -- -- -- 1,484 1,484
------------------------------------------------------------------------------
Total costs and expenses 3,358 -- 604 1,798 5,760
------------------------------------------------------------------------------
Operating income (loss) 529 -- 2,645 (1,798) 1,376
Interest expense, net (554) -- (446) -- (1,000)
------------------------------------------------------------------------------
Income (loss) before income taxes $ (25) $ -- $ 2,199 $ (1,798) $ 376
==============================================================================
Income from discontinued operations, net of $ -- $ 79 $ -- $ -- $ 79
income tax
==============================================================================
Cumulative effect of accounting change,
net of income taxes $ -- $ (250) $ -- $ -- $ (250)
==============================================================================
Total assets as of March 31, 1999 $ 57,316 $ 25,505 $ 36,271 $ 9,119 $ 128,211
==============================================================================
<FN>
- ----------------------------
<F1> 1 Includes costs not identifiable to a particular segment such as general
and administrative, certain operations support expenses, and interest income.
</FN>
10. CUMULATIVE EFFECT OF ACCOUNTING CHANGE FROM DISCONTINUED OPERATIONS, NET OF
TAX
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities,"
which required costs related to start-up activities to be expensed as incurred.
The statement required that initial application be reported as a cumulative
effect of a change in accounting principle. The Company adopted this statement
during the first quarter of 1999, at which time it took a $0.3 million charge,
net of tax of $0.1 million, related to start-up costs of its commercial and
industrial equipment operations which is being accounted for as discontinued
operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
TRAILER LEASING
The Company operates 22 trailer rental facilities doing business as PLM Trailer
Leasing that engage in short-term and mid-term operating leases. Nineteen of
these facilities operate predominantly refrigerated trailers used to transport
temperature-sensitive commodities, consisting primarily of food products. Three
facilities operate only dry van (non-refrigerated) trailers. The Company intends
to move virtually all of its dry van trailers to these facilities. During the
first three months of 2000, the Company purchased $5.5 million of refrigerated
trailer equipment.
MANAGEMENT OF INVESTMENT PROGRAMS
The Company has syndicated investment programs from which it earns various fees
and equity interests. Professional Lease Management Income Fund I, LLC (Fund I)
was structured as a limited liability company with a no front-end fee structure.
The previously syndicated limited partnership programs allow the Company to
receive fees for the acquisition and initial leasing of the equipment. The Fund
I program does not provide for acquisition and lease negotiation fees. The
Company invested the equity raised through syndication for these programs in
transportation equipment and related assets, which it then manages on behalf of
the investors. The equipment management activities for these types of programs
generate equipment management fees for the Company over the life of a program.
The limited partnership agreements entitle the Company to receive a 1% or 5%
interest in the cash distributions and earnings of a partnership, subject to
certain allocation provisions. The Fund I agreement entitles the Company to a
15% interest in the cash distributions and earnings of the program, subject to
certain allocation provisions. The Company's interest in the earnings and
distributions of Fund I will increase to 25% after the investors have received
distributions equal to their original invested capital.
In 1996, the Company announced the suspension of public syndication of
equipment leasing programs with the close of Fund I. As a result of this
decision, revenues earned from managed programs, which include management fees,
partnership interests and other fees, and acquisition and lease negotiation
fees, will be reduced in the future as the older programs liquidate and the
managed equipment portfolio for these programs becomes permanently reduced.
In accordance with certain limited partnership agreements, four limited
partnerships have entered their liquidation phases and the Company has commenced
an orderly liquidation of the partnerships' assets. Two of the limited
partnerships, PLM Equipment Growth Fund III (EGF III) and PLM Equipment Growth
Fund IV (EGF IV) are expected to be liquidated by the end of 2000. Two of the
limited partnerships, PLM Equipment Growth Fund (EGF I) and PLM Equipment Growth
Fund II (EGF II) will terminate on December 31, 2006, unless terminated earlier
upon the sale of all equipment or by certain other events.
The Company will occasionally own transportation equipment prior to sale to
affiliated programs. During this period, the Company earns lease revenue and
incurs interest expense.
COMMERCIAL AND INDUSTRIAL EQUIPMENT LEASING AND FINANCING
The Company had a subsidiary, Amercian Finance Group, Inc. (AFG) that
specialized in the leasing and management of commercial and industrial
equipment.
In October 1999, the Company agreed to sell AFG for approximately $28.3 million,
net of transaction costs and income taxes. On February 25, 2000, the
shareholders of PLM International approved the transaction. The sale of AFG was
completed on March 1, 2000, the Company received $29.0 million for AFG. The
Company expects to receive additional proceeds of $3.2 million in the second
quarter of 2000 related to the sale of AFG. Taxes and transaction costs related
to the sale are estimated to be $3.9 million resulting in estimated net proceeds
to the Company of $28.3 million. In addition, AFG distributed to PLMI certain
assets with a net book value of $2.7 million and cash of $0.4 million
immediately prior to the sale.
Accordingly, the Company's commercial and industrial leasing operations are
accounted for as a discontinued operation and prior periods financial statements
have been restated.
COMPARISON OF THE COMPANY'S OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH
31, 2000 AND 1999
The following analysis reviews the operating results of the Company:
REVENUES
For the Three Months
Ended March 31,
2000 1999
-----------------------------------------
(in thousands of dollars)
Operating lease income $ 7,290 $ 3,877
Management fees 1,984 2,153
Partnership interests and other fees 281 290
Acquisition and lease negotiation fees 19 461
Loss on the sale or disposition of assets, net (13) (9)
Other 346 364
-----------------------------------------
Total revenues $ 9,907 $ 7,136
The fluctuations in revenues for the three months ended March 31, 2000, compared
to the same quarter in 1999, are summarized and explained below.
Operating lease income by equipment type:
For the Three Months
Ended March 31,
2000 1999
-----------------------------------------
(in thousands of dollars)
Trailers $ 7,245 $ 3,691
Lease income from assets held for sale -- 179
Other 45 7
-----------------------------------------
Total operating lease income $ 7,290 $ 3,877
Operating lease income includes revenues generated from assets held for
operating leases and assets held for sale that are on lease. Operating lease
income increased $3.4 million during the first quarter of 2000, compared to the
same quarter of 1999. An increase of $3.6 million in operating lease income
generated from trailer equipment. An increase of $2.5 million in trailer lease
income was due to an increase in the amount of these types of equipment owned
and on operating lease. For the quarter ended March 31, 2000, the average
investment in trailer equipment was $105.6 million, compared to $66.7 million
for the first quarter of 1999. An increase of $1.1 million in trailer lease
income was due to higher lease rates in the first quarter of 2000 compared to
the same quarter of 1999.
The increase in operating lease income from trailer equipment was partially
offset by a $0.2 million decrease in operating lease generated from assets held
for sale. During the first quarter of 1999, the Company purchased $13.8 million
in marine containers and sold $7.0 million in marine containers to an affiliated
program at cost, which approximated their fair market value. The Company earned
operating lease income on these marine containers during the first quarter of
1999. There were no assets held for sale by the Company during the first quarter
of 2000.
MANAGEMENT FEES:
Management fees are, for the most part, based on the gross revenues
generated by equipment under management. Management fees were $2.0 million and
$2.2 million for the quarters ended March 31, 2000 and 1999, respectively. The
decrease in management fees resulted from a net decrease in managed equipment
from the PLM Equipment Growth Fund (EGF) programs and Professional Lease
Management Income Fund I (Fund I). With the termination of syndication
activities in 1996, management fees from the older programs are decreasing and
are expected to continue to decrease as the programs liquidate their equipment
portfolios.
PARTNERSHIP INTERESTS AND OTHER FEES:
The Company records as revenues its equity interest in the earnings of the
Company's affiliated programs. The net earnings from the affiliated programs
were $0.3 million and $0.4 million for the quarters ended March 31, 2000 and
1999, respectively. In addition, a decrease of $0.1 million in the Company's
residual interests in the programs was recorded during the quarter ended March
31, 1999. The decrease in net earnings and distribution levels and residual
interests in 2000, compared to 1999, resulted from the disposition of equipment
in certain of the EGF programs.
ACQUISITION AND LEASE NEGOTIATION FEES:
During the quarter ended March 31, 2000, the Company, on behalf of the EGF
programs, purchased transportation and other equipment for $2.6 million,
compared to the Company purchasing $7.2 million of transportation and other
equipment during the quarter ended March 31, 1999, resulting in a $0.4 million
decrease in acquisition and lease negotiation fees. Because of the Company's
decision to halt syndication of equipment leasing programs with the close of
Fund I in 1996, and because Fund I has a no front-end fee structure, acquisition
and lease negotiation fees will continue at the current levels.
LOSS ON THE SALE OR DISPOSITION OF ASSETS, NET:
During the quarter ended March 31, 2000, the Company recorded $13,000
in loss on the sale or disposition of trailer equipment. During the quarter
ended March 31, 1999, the Company recorded $9,000 loss on the sale or
disposition of trailer equipment.
COSTS AND EXPENSES
For the Three Months
Ended March 31,
2000 1999
-----------------------------------------
(in thousands of dollars)
Operations support $ 4,273 $ 2,699
Depreciation and amortization 2,522 1,577
General and administrative 1,586 1,484
-----------------------------------------
Total costs and expenses $ 8,381 $ 5,760
OPERATIONS SUPPORT:
Operations support expense, including salary and office-related expenses for
operational activities, equipment insurance, repair and maintenance costs,
equipment remarketing costs, and provision for doubtful accounts, increased $1.6
million (58%) for the quarter ended March 31, 2000, compared to the quarter
ended March 31, 1999. Operations support expense related to the trailer leasing
segment increased $1.7 million due to the expansion of PLM Rental, with the
addition of rental yards and additional trailer purchases. This increase was
offset by a $0.2 million decrease in operations support expenses related to the
management of investment programs and other transportation equipment-leasing
segment resulting from the sale of the investment programs' transportation
equipment.
DEPRECIATION AND AMORTIZATION:
Depreciation and amortization expenses increased $0.9 million (60%) for
the quarter ended March 31, 2000, compared to the quarter ended March 31, 1999.
The increase resulted from an increase in refrigerated trailer equipment on
operating lease at PLM Trailer Leasing.
GENERAL AND ADMINISTRATIVE:
General and administrative expenses increased $0.1 million (7%) during the
quarter ended March 31, 2000, compared to the same quarter in 1999, primarily
due to a $0.1 million decrease in allocations to the managed programs.
OTHER INCOME AND EXPENSES
For the Three Months
Ended March 31,
2000 1999
-----------------------------------------
(in thousands of dollars)
Interest expense $ (1,520) $ (1,097)
Interest income 203 97
INTEREST EXPENSE:
Interest expense increased $0.4 million (39%) during the quarter ended March 31,
2000, compared to the same quarter in 1999, due to an increase in borrowings of
other secured debt to fund trailer purchases. The increase in interest expense
caused by these increased borrowings was partially offset by lower interest
expense resulting from reductions in the amounts outstanding under the senior
secured debt agreements.
INTEREST INCOME:
Interest income increased $0.1 million (109%) during the quarter ended March 31,
2000, compared to the same quarter of 1999, as a result of higher average cash
balances during the quarter ended March 31, 2000, compared to the same quarter
of 1999. The increase in cash balances resulted from the proceeds received from
the sale of AFG.
PROVISION FOR INCOME TAXES:
For the three months ended March 31, 2000, the provision for income tax was $0.1
million, representing an effective rate of 38%. For the three months ended March
31, 1999, the provision for income taxes was $0.1 million, representing an
effective rate of 39%. The decrease in effective rate of 1% was due to a
decrease in tax loss from a foreign subsidiary which was liquidated during the
first quarter of 2000.
Net Income from Discontinued Operations
In October 1999, the Company agreed to sell its commercial and industrial
equipment subsidiary American Finance Group, Inc. (AFG) for approximately $28.3
million, net of transaction costs and income taxes. On February 25, 2000, the
shareholders of PLM International approved the transaction. The sale was
completed on March 1, 2000. Accordingly, the Company's commercial and industrial
leasing operations are accounted for as a discontinued operation and prior
periods financial statements have been restated.
Net income from discontinued operations for the quarter ended March 31, 2000 and
1999 are as follows (in thousands of dollars):
2000 1999
-------------------------------
REVENUES
Operating Lease income $ 1,841 $ 2,225
Finance lease income 1,650 3,147
Management fees 100 215
Gain on sale or disposition of assets, net 40 322
Other 445 562
-------------------------------
Total revenues 4,076 6,471
-------------------------------
Costs and expenses
Operations support 1,366 1,132
Depreciation and amortization 1,505 1,822
-------------------------------
Total costs and expenses 2,871 2,954
-------------------------------
Operating income 1,205 3,517
Interest expense, net (1,607) (2,442)
Other expenses -- (948)
-------------------------------
Income (loss) before income taxes (402) 127
Provision for (benefit from) income taxes (153) 48
Net income previously accrued as a component
of loss on discontinued operations 200 --
-------------------------------
Net income (loss) from discontinued operations $ (49) $ 79
===============================
The decrease in all revenues and expense was due to the sale of AFG on March 1,
2000.
In addition, other expenses decreased $1.0 million due to the write-off of
expenses related to the proposed initial public offering of AFG in 1999. A
similar expense was not recorded in 2000.
During the first quarter of 2000, $0.6 million of after-tax loss on disposal of
discontinued operations was recorded against the provision established at
December 31, 1999 and is not included in the above table.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities,"
which requires costs related to start-up activities to be expensed as incurred.
The statement requires that initial application be reported as a cumulative
effect of a change in accounting principle. The Company adopted this statement
during the first quarter of 1999, at which time it took a $0.3 million charge,
net of tax of $0.1 million, related to start-up costs of its commercial and
industrial equipment leasing subsidiary which is being accounted for as
discontinued operations.
NET INCOME
As a result of the foregoing, for the three months ended March 31, 2000 and
1999, net income was $0.1 million, resulting in basic and diluted earnings per
weighted-average common share outstanding of $0.01.
LIQUIDITY AND CAPITAL RESOURCES
Cash requirements have historically been satisfied through cash flow from
operations, borrowings, the sale of equipment, and the sale of business
segments.
Liquidity in the remainder 2000 and beyond will depend, in part, on the
continued remarketing of the equipment portfolio at similar lease rates, the
management of existing sponsored programs, the effectiveness of cost control
programs, the purchase and sale of equipment, the volume of trailer equipment
leasing transactions, and additional borrowings. Management believes the Company
can accomplish the preceding and that it will have sufficient liquidity and
capital resources for the future. Future liquidity is influenced by the factors
summarized below.
DEBT FINANCING:
FSI WAREHOUSE CREDIT FACILITY: Assets acquired and held on an interim basis by
the Company for sale to affiliated programs or third parties have, from time to
time, been partially funded by a $24.5 million warehouse credit facility. This
facility is also used to temporarily finance the purchase of trailers prior to
permanent financing being obtained. Borrowings under this facility secured by
trailers are limited to $12.0 million. This facility expires on June 30, 2000.
The Company believes it will be able to renew this facility on substantially the
same terms upon its expiration.
This facility is shared with Equipment Growth Fund VI (EGF VI), PLM Equipment
Growth & Income Fund VII (EGF VII), and Professional Lease Management Income
Fund I (Fund I). Borrowings under this facility by the other eligible borrowers
reduce the amount available to be borrowed by the Company. All borrowings under
this facility are guaranteed by the Company. This facility provides 80%
financing for transportation assets. The Company can hold transportation assets
under this facility for up to 150 days. Interest accrues at prime or LIBOR plus
162.5 basis points, at the option of the Company. As of December 31, 1999 and
May 2, 2000, the Company had no outstanding borrowings under this facility and
there were no other borrowings outstanding under this facility by any other
eligible borrower.
SENIOR SECURED NOTES: The Company's senior secured notes agreement, which had an
outstanding balance of $18.8 million as of March 31, 2000 and May 2, 2000, bears
interest at LIBOR plus 240 basis points. The Company has pledged substantially
all of its future management fees, acquisition and lease negotiation fees, data
processing fees, and partnership distributions as collateral to the facility.
The facility required quarterly interest-only payments through August 15, 1997,
with principal plus interest payments beginning November 15, 1997. Principal
payments of $1.9 million are payable quarterly through termination of the loan
on August 15, 2002.
SENIOR SECURED LOAN: The company's senior loan with a syndicate of insurance
companies, which had an outstanding balance of $7.4 million as of March 31, 2000
and May 2, 2000, provides that equipment sale proceeds from pledged equipment or
cash deposits be placed into a collateral account or used to purchase additional
equipment to the extent required to meet certain debt covenants. Pledged
equipment for this loan consists of the storage equipment and virtually all
trailer equipment purchased prior to August 1998. As of March 31, 2000, the cash
collateral balance for this loan was $43,000 and is included in restricted cash
and cash equivalents on the Company's balance sheet. During the first three
months of 2000, the Company repaid $1.5 million on this facility. The facility
bears interest at 9.78% and required quarterly interest payments through June
30, 1997, with quarterly principal payments of $1.5 million plus interest
charges beginning June 30, 1997 and continuing until termination of the loan in
June 2001.
OTHER SECURED DEBT: As of March 31, 2000, the Company had $35.1 million
outstanding under eight debt agreements, bearing interest from 5.35% to 7.05%,
each with payments of $0.1 million due monthly in advance. The debt is secured
by certain trailer equipment and allows the Company to buy the equipment at a
fixed price at the end of the loan. The final payments under these eight debt
agreements total $9.1 million due between December 2005 and October 2006.
In the second quarter of 1999, the Company entered into a $15.0 million credit
facility loan agreement bearing interest at LIBOR plus 1.5%. This facility
allows the Company to borrow up to $15.0 million within a one-year period. As of
March 31, 2000 and May 2, 2000, the Company had borrowed $15.0 million under
this facility. Payments of $0.5 million are due quarterly beginning August 2000,
with a final payment of $1.4 million due August 2006.
TRAILER LEASING:
The Company operates 22 trailer rental facilities that engage in short-term and
mid-term operating leases. Nineteen of these facilities operate predominantly
refrigerated trailers used to transport temperature-sensitive commodities,
consisting primarily of food products. Three facilities operate only dry van
(non-refrigerated) trailers. The Company intends to move virtually all of its
dry van trailers to these facilities. During the three months ended March 31,
2000, the Company purchased $5.5 million of primarily refrigerated trailers and
sold refrigerated and dry van trailers with a net book value of $0.1 million for
proceeds of $45,000. The net proceeds from the sale of assets that were
collateralized as part of the senior loan facility were placed in a collateral
account.
STOCK REPURCHASE PROGRAM:
In December 1998, the Company announced that its Board of Directors had
authorized the repurchase of up to $5.0 million of the Company's common stock.
As of May 2, 2000, 784,080 shares had been purchased under this plan for a total
of $4.7 million.
Management believes that, through debt and equity financing, possible sales of
equipment, and cash flows from operations, the Company will have sufficient
liquidity and capital resources to meet its projected future operating needs
over the next twelve months.
EFFECTS OF THE YEAR 2000:
To date, the Company has not experienced any material Year 2000 issues with
either its internally developed software or purchased software. In addition, to
date the Company has not been impacted by any Year 2000 problems that may have
impacted our customers and suppliers. The amount the Company has spent related
to Year 2000 issues has not been material. The Company continues to monitor its
systems for any potential Year 2000 issues.
FORWARD-LOOKING INFORMATION:
Except for historical information contained herein, the discussion in this Form
10-Q contains forward-looking statements that contain risks and uncertainties,
such as statements of the Company's plans, objectives, expectations, and
intentions. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. The Company's actual results could differ materially from
those discussed here.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is that of interest rate risk. A
change in the U.S. prime interest rate, LIBOR rate, or lender's cost of funds
based on commercial paper market rates, would affect the rate at which the
Company could borrow funds under its various borrowing facilities. Increases in
interest rates to the Company, which may cause the Company to raise the rates
charged to its customers, could in turn, result in a reduction in demand for the
Company's lease financing. The Company's warehouse credit facilities, senior
secured notes, and $15.0 million of its other secured debt are variable rate
debt. The Company estimates a one percent increase or decrease in the Company's
variable rate debt would result in an increase or decrease, respectively, in
interest expense of $0.2 million in the remainder of 2000, $0.1 million in 2001,
$36,000 in 2002, and $18,000 in 2003. The Company estimates a two percent
increase or decrease in the Company's variable rate debt would result in an
increase or decrease, respectively, in interest expense of $0.4 million in the
remainder of 2000, $0.2 million in 2001, $0.1 million in 2002, and $36,000 in
2003.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See Note 7 to the consolidated financial statements.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
None.
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.
PLM INTERNATIONAL, INC.
/s/ Richard K Brock
Richard K Brock
Chief Financial Officer
Date: May 2, 2000