PLM INTERNATIONAL INC
DEFA14A, 1997-05-16
EQUIPMENT RENTAL & LEASING, NEC
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[PLM logo]

T O  O U R  S H A R E H O L D E R S :

PLM  International  (the  Company)  achieved  positive  results  for  the  ninth
consecutive  quarter  following  completion  of  the  Company's  1994  financial
restructuring.  For the quarter ended March 31, 1997, PLM International reported
net  income  of $1.3  million,  or $0.14 per  common  share.  PLM  International
reported  net  income  of $0.8  million,  or $0.07  per  common  share,  for the
comparable  period in 1996.  First quarter 1997  consolidated  revenues  totaled
$12.5  million,  compared  to $12.4  million for the same  quarter in 1996.  The
improvement  in first  quarter  earnings is the direct  result of our  strategic
growth plan to expand and diversify PLM  International's  revenue sources.  This
growth  plan,  which we  implemented  in May  1996,  has three  components:  (1)
building  the  operations  of  American  Finance  Group,   Inc.,  the  Company's
commercial  and industrial  equipment  leasing and  management  subsidiary;  (2)
expanding PLM Rental, Inc.'s trailer leasing and management activities;  and (3)
continuing to manage existing investor equipment leasing programs.
     Additionally,  in early March 1997,  we  announced  a  continuation  of our
Company  stock  repurchase  plan,  under which we have already  repurchased  3.5
million shares (at an average cost of $3.58 per share),  which  represents  more
than 22% of PLM  International  outstanding  common stock since the beginning of
the plan in 1994.  With this latest  announcement on March 3, 1997, the Board of
Directors has  authorized  the  repurchase of an additional $5 million of common
stock, bringing the total authorized to $17.5 million.

American Finance Group Subsidiary Continues to Post Strong Results
American Finance Group, Inc. (AFG) originates,  services, and manages leases for
a wide  range of  commercial  and  industrial  equipment  for  investment-grade,
Fortune 2000 companies. In 1996, its first full year of operation,  AFG produced
$8 million in direct finance and operating lease revenues. For the first quarter
of 1997, AFG generated $3 million in similar revenues. AFG's income before taxes
for the first  quarter,  of  $836,000,  exceeded  its  income  before  taxes for
full-year 1996, of $618,000.
     We are expanding the AFG lease portfolio, which totaled $97.5 million as of
March 31, 1997, using primarily  nonrecourse,  securitized  debt. We are able to
utilize this less expensive  form of debt because of the relatively  predictable
cash  flows  generated  by AFG's  longer-term  leases.  Based on the  attractive
returns and strong  growth  potential  of this  business,  we intend to continue
aggressively  expanding  AFG's lease portfolio and are targeting to double it in
1997.  Thus, we expect the revenues  generated by AFG to become an  increasingly
large portion of total Company revenues in the future.

Our Focus on Cost Controls Adds to Bottom-Line Results
An integral  part of PLM  International's  strategic  growth plan is our ongoing
focus on containing and, wherever  possible,  reducing  operating costs. For the
first  quarter  of 1997,  total  costs and  expenses  were 16% lower than in the
comparable period in 1996, primarily as a result of decreased operations support
and general and administrative expenses.  Additionally, the Company continues to
realize long-term benefits from sharp reductions in both senior and subordinated
debt achieved in 1996 and prior years.

Revenue Sources Changing -- for the Better
A fundamental goal of our strategic growth plan is to provide long-term earnings
growth that will be more  predictable  than was generated by the Company's  main
revenue sources in the past. With the strong growth in AFG's operations,  we are
making steady progress toward this goal. PLM International's revenue sources are
changing in other important ways as well. In prior quarters,  the gains reported
from  asset  sales  were  primarily  due to the  sale of older  assets  from the
Company's  owned  transportation  equipment  portfolio.  In the first quarter of
1997,  over  one-half of the $1.4  million  gain  reported  was from the sale of
equipment subject to leases recently  originated by AFG and subsequently sold to
third parties, rather than from the sale of older assets.  Additionally,  a $0.4
million gain was realized on the sale of an aircraft  bought and sold during the
first quarter. A second aircraft was sold in a similar  transaction early in the
second quarter.  Using our core expertise in equipment management,  we expect to
complete  additional such transactions on an ongoing basis as we identify market
opportunities.

Building for a Solid Future
With the successful  implementation of our strategic growth plan, we believe PLM
International  has  entered  a new  era of  long-term  growth  in  earnings  and
shareholder  value.  Going  forward,  in addition to  continuing  to build AFG's
operations,  we will focus on the other two  components of our plan as well: (1)
expanding PLM Rental's  trailer  leasing and  management  operations in selected
market niches and (2) managing our existing investor equipment leasing programs.
We hope to report  solid  progress  in all of these  areas in the months  ahead.
Thank you for your continued support.

Sincerely,


                                            
/s/ J. Alec Merriam                     /s/ Robert N. Tidball
- -------------------------               -------------------------------------
J. Alec Merriam                         Robert N. Tidball
Chairman of the Board                   President and Chief Executive Officer

May 8, 1997, San Francisco, California

                              Consolidated Statements of Income
                    (in thousands, except per share amounts - unaudited)
<TABLE>
<CAPTION>

                                                                   For the Three Months
                                                                       Ended March 31,
                                                                      1997        1996
     <S>                                                            <C>         <C>      
     Revenues:
        Operating leases                                            $  4,229    $  5,046 
        Finance lease income                                           1,814         322
        Management fees                                                2,861       2,553
        Partnership interests and other fees                             486         992
        Acquisition and lease negotiation fees                           178       1,555
        Aircraft brokerage and services                                  674         687
        Gain on the sale or disposition of assets, net                 1,368         800
        Other                                                            841         446
                                                                    --------     -------
     Total revenues                                                   12,451      12,401

     Costs and expenses:
        Operations support                                             4,164       5,113
        Depreciation and amortization                                  2,205       2,709
        General and administrative                                     1,916       2,095
     Total costs and expenses                                          8,285       9,917

     Operating income                                                  4,166       2,484

     Interest expense                                                  2,642       1,442
     Interest income                                                     386         237
     Other expense, net                                                   21          26
     Income before income taxes                                        1,889       1,253
     Provision for income taxes                                          608         461
                                                                    --------     -------
     Net income to common shares                                    $  1,281     $   792
                                                                    --------     -------
     Earnings per common share outstanding                          $   0.14     $  0.07

</TABLE>


                          Consolidated Balance Sheets
                (in thousands, except share amounts - unaudited)

                                                      March 31,       Dec 31,  
                                                        1997            1996 
                                                      --------         -------
Assets

Cash and cash equivalents                          $    13,995      $     7,638
Receivables                                              3,966            5,286
Receivables from                                         4,802            6,019
affiliates
Investment in direct                                    67,425           69,994
finance leases, net
Loans receivable                                         6,017            5,718
Equity interest in                                      29,577           30,407
affiliates
Assets held for sale                                      --              6,222
Transportation equipment
held for
operating leases                                        65,175           66,546
  Less accumulated depreciation                        (41,618)         (41,750)
                                                   ------------     ------------

                                                        23,557           24,796
Commercial and industrial
equipment held for operating leases                     15,786           15,930
   Less accumulated depreciation                        (3,182)          (2,302)
                                                   ------------     ------------
                                                        12,604           13,628

Restricted cash and cash                                20,130           17,828
equivalents
Other, net                                              11,887           11,213
                                                   -----------      ------------
Total assets                                       $   193,960      $   198,749



Liabilities, Minority Interest, and
Shareholders' Equity

Liabilities:
Short-term secured debt                            $    22,524      $    30,966
Senior secured loan                                     25,000           25,000
Senior secured notes                                    18,000           18,000
Other secured debt                                         556              618
Nonrecourse securitization facility                     47,674           45,392
Payables and other liabilities                          16,024           16,757
Deferred income taxes                                   16,030           15,334
Total liabilities                                      145,808          152,067

Minority interest                                          367              362

Shareholders' equity:
Common stock ($.01 par value,
50,000,000 shares authorized,
9,209,431
shares authorized, 9,209,431
outstanding at March 31, 1997 and
9,142,761 at December 31, 1996)                            117              117

Treasury stock (3,386,960 and
3,453,630 shares at respective dates)                  (12,143)         (12,382)
                                                   ------------     ------------
                                                        65,752           65,513
Accumulated deficit                                    (17,967)         (19,193)
                                                   ------------     ------------
Total shareholders' equity                              47,785           46,320
                                                   ------------     ------------
Total liabilities, minority interest,
and shareholders' equity                           $   193,960      $   198,749



                       C E L E B R A T I N G 25 Y E A R S

                    During our twenty-fifth anniversary, we
                     salute the many investors, customers,
                      business partners, and employees who
                    together have succeeded in building one
                       of the world's foremost equipment
                    leasing corporations: PLM International.





[PLM Logo]


PLM INTERNATIONAL, INC.
One Market, Steuart Tower, Suite 800
San Francisco, CA 94105-1301



                 PLM International's First Quarter 1997 Results


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