TRAC Intermodal 10-Q 9 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2016shares
Document and Entity Information
Entity Registrant Name	TRAC Intermodal LLC
Entity Central Index Key	1,570,774
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Assets
Cash and cash equivalents	$ 7,537	$ 3,161
Accounts receivable, net of allowance of $14,841 and $12,454, respectively	101,092	110,662
Net investment in direct finance leases	11,956	12,797
Leasing equipment, net of accumulated depreciation of $477,323 and $452,962, respectively	1,407,119	1,435,978
Goodwill	256,815	251,907
Other assets	46,604	32,991
Total assets	1,831,123	1,847,496
Liabilities
Accounts payable	17,512	13,593
Accrued expenses and other liabilities	50,028	75,340
Deferred income taxes, net	137,891	127,580
Debt and capital lease obligations:
Due within one year	32,825	41,396
Due after one year	1,074,026	1,039,283
Total debt and capital lease obligations	1,106,851	1,080,679
Less unamortized debt issuance costs	14,466	18,350
Total debt and capital lease obligations less debt issuance costs	1,092,385	1,062,329
Total liabilities	1,297,816	1,278,842
Redeemable indirect parent shares held by management	2,423
Commitments and contingencies (Note 7)
Member's interest
Member's interest	543,902	586,757
Accumulated other comprehensive loss	(13,018)	(18,103)
Total member's interest	530,884	568,654
Total liabilities and member's interest	$ 1,831,123	$ 1,847,496

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Consolidated Balance Sheets
Accounts receivable, allowance	$ 14,841	$ 12,454
Leasing equipment, accumulated depreciation	$ 477,323	$ 452,962

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues
Equipment leasing revenue	$ 156,883	$ 170,015	$ 470,258	$ 500,142
Finance revenue	354	404	1,054	1,199
Other revenue	13,613	6,780	31,556	22,226
Total revenues	170,850	177,199	502,868	523,567
Expenses
Direct operating expenses	95,399	98,679	284,408	283,599
Selling, general and administrative expenses	21,746	23,741	72,263	68,029
Depreciation expense	18,508	18,017	56,118	53,832
Provision (recovery) for doubtful accounts	7,522	(28)	7,049	2,143
Impairment of leasing equipment	2,007	1,693	9,980	5,695
Restructuring expense			1,404
Loss on modification and extinguishment of debt and capital lease obligations	5,655	16,173	5,655	16,212
Interest expense	15,424	19,715	48,642	63,318
Interest income			(100)	(1)
Other income, net	(518)	(290)	(1,386)	(1,065)
Total expenses	165,743	177,700	484,033	491,762
Income (loss) before provision for income taxes	5,107	(501)	18,835	31,805
Provision for income taxes	1,666	737	7,149	13,171
Net income (loss)	$ 3,441	$ (1,238)	$ 11,686	$ 18,634

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Consolidated Statements of Comprehensive Income
Net income (loss)	$ 3,441	$ (1,238)	$ 11,686	$ 18,634
Unrealized gain (loss) on derivative instruments, net of tax of ($1,064) and $341 and $1,715 and $1,053, respectively	1,644	(528)	(2,655)	(1,623)
Derivative loss reclassified into earnings, net of tax of ($1,569) and ($1,956) and ($4,935) and ($6,086), respectively	2,429	3,025	7,629	9,421
Foreign currency translation, net of tax of $18 and $235 and ($191) and $440, respectively	(25)	(362)	111	(719)
Total other comprehensive income, net of tax	4,048	2,135	5,085	7,079
Total comprehensive income	$ 7,489	$ 897	$ 16,771	$ 25,713

Consolidated Statements of Com6

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Consolidated Statements of Comprehensive Income
Unrealized loss on derivative instruments, tax	$ (1,064)	$ 341	$ 1,715	$ 1,053
Derivative loss reclassified into earnings, tax	(1,569)	(1,956)	(4,935)	(6,086)
Foreign currency translation, tax	$ 18	$ 235	$ (191)	$ 440

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities
Net income	$ 11,686	$ 18,634
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	56,170	53,911
Provision for doubtful accounts	7,049	2,143
Amortization of deferred financing fees	2,984	5,315
Loss on modification and extinguishment of debt and capital lease obligations	5,655	16,212
Derivative loss reclassified into earnings	12,564	15,507
Ineffective portion of cash flow hedges	251	166
Impairment of leasing equipment	9,980	5,695
Share-based compensation	1,264	466
Deferred income taxes, net	6,869	14,306
Other, net	(697)	(991)
Changes in assets and liabilities:
Accounts receivable	4,181	10,405
Other assets	(3,030)	(1,537)
Accounts payable	1,732	(137)
Accrued expenses and other liabilities	(12,086)	(13,043)
Net cash provided by operating activities	104,572	127,052
Cash flows from investing activities
Proceeds from sale of leasing equipment	3,545	9,530
Principal collections on direct finance leases, net of interest earned	2,206	2,771
Business acquisition	(4,791)
Proceeds from sale of other assets		2,300
Investment in direct finance leases	(1,234)
Purchase of leasing equipment	(56,138)	(38,386)
Purchase of fixed assets	(12,522)	(12,799)
Other investing activity		(244)
Net cash used in investing activities	(68,934)	(36,828)
Cash flows from financing activities
Proceeds from long-term debt	243,000	256,250
Repayments of long-term debt	(217,111)	(334,622)
Premium paid for redemption of notes	(4,400)	(12,375)
Cash paid for debt issuance fees	(306)	(748)
Repurchase of indirect parent shares from employees	(1,366)
Dividend paid, net of dividend received	(51,145)
Net cash used in financing activities	(31,328)	(91,495)
Effect of changes in exchange rates on cash and cash equivalents	66	(686)
Net increase (decrease)in cash and cash equivalents	4,376	(1,957)
Cash and cash equivalents, beginning of year	3,161	4,256
Cash and cash equivalents, end of period	7,537	2,299
Supplemental disclosures of cash flow information
Cash paid for interest	38,105	52,513
Cash paid (refunded) for taxes, net	$ 227	$ (801)

Description of the Business and

Description of the Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Description of the Business and Basis of Presentation
Description of the Business and Basis of Presentation	1. Description of the Business and Basis of Presentation The accompanying Consolidated Financial Statements of TRAC Intermodal LLC (the “Company,” “we,” “our” or “TRAC”) and its subsidiaries are unaudited and have been prepared pursuant to U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and, in our opinion, reflect all adjustments, including normal recurring items, which are necessary to present fairly the results for interim periods. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC; however, we believe that the disclosures are adequate to make the information presented not misleading. These interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015 and with the information contained in other publicly-available filings with the SEC. TRAC is an intermodal chassis solutions provider for domestic and international transportation companies in North America. Its principal business is providing marine and domestic chassis on both long and short-term leases or rental agreements to a diversified customer base including the world’s leading shipping lines, Class I railroads, major U.S. intermodal transportation companies and motor carriers. The Company and its subsidiaries conduct business principally in one industry, the leasing of intermodal transportation equipment. The Company has two reportable segments, the Marine Market segment and the Domestic Market segment. The Company purchases equipment directly from manufacturers and shipping lines as well as through lease agreements, some of which qualify as capital leases. Primarily all of the Company’s revenues and long-lived assets are attributable to the United States. TRAC is a Delaware limited liability company that was formed on July 12, 2012 to facilitate the issuance of $300,000 aggregate principal amount of 11% Senior Secured Notes (the “Notes”). The Company conducts its business through its 100% owned subsidiary, Interpool, Inc. (“Interpool”) and its consolidated subsidiaries. TRAC is ultimately owned by Seacastle Inc. (“Seacastle”). Seacastle is owned by private equity funds that are managed by an affiliate of Fortress Investment Group LLC (“Fortress”) and by employees of affiliates of Seacastle. Interpool was founded in 1968 as an operating lessor servicing the intermodal transportation equipment industry. Interpool was listed on The New York Stock Exchange as a public company in 1993 and was acquired and taken private by Seacastle in July 2007. Interstar Acquisition On February 29, 2016, TRAC Interstar LLC (“TRAC Interstar”), a newly formed, indirect wholly owned subsidiary of the Company, acquired certain assets and assumed certain liabilities of the emergency road service business of Interstar Mobile, LLC and Interstar North America, Inc. (collectively “Interstar”) for a purchase price of $5,943 which includes a $1,000 earn-out provision based on future operating performance. The Company recorded $4,908 of goodwill related to the acquisition. The allocation of the purchase price accounting is preliminary as the Company has not yet completed its analysis of estimating the fair value of the assets and liabilities acquired. Interstar, located in Kentucky, is a leading provider of road service repair solutions for both the intermodal and commercial trucking industries. The new entity, TRAC Interstar, combines a dispatch center and one of the country’s largest managed vendor networks and will provide roadside repair services covering chassis, truck and trailer breakdowns 24 hours a day, 7 days a week, 365 days a year. New Accounting Standards Pending Adoption In May 2014, the FASB issued authoritative guidance on accounting for Revenue from Contracts with Customers (Topic 606): (“ASU 2014-09”). This update supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance was effective for fiscal years and interim periods beginning after December 15, 2016 and early application was not permitted. However on July 9, 2015, the FASB decided to delay the effective date by one year. The deferral results in the new revenue standard being effective for fiscal years and interim periods beginning after December 15, 2017. The FASB also decided to allow early adoption but no earlier than the original effective date of December 15, 2016. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard to determine the impact of its adoption on the Consolidated Financial Statements. On February 25, 2016, the FASB issued authoritative guidance on accounting for Leases (Topic 842): (“ASU 2016-02”). The FASB is issuing this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Entities are required to adopt this guidance using a modified retrospective approach. The Company is currently evaluating the standard to determine the impact of its adoption on the Consolidated Financial Statements. In March 2016, the FASB issued authoritative guidance on accounting for Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting: (“ASU 2016-09”). The amendments in this Update affect all entities that issue share-based payment awards to their employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows entities to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the cash flow statement, and provides an accounting policy election to account for forfeitures as they occur. The amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact of its adoption on the Consolidated Financial Statements. In August 2016, the FASB issued authoritative guidance on accounting for Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments : (“ASU 2016-15”). The standard provides guidance on eight specific cash flow items and their classifications in the statement of cash flows thereby reducing the current and potential future diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The Company is currently evaluating the standard to determine the impact of its adoption on the Consolidated Financial Statements. No other new accounting pronouncements issued or effective during 2016 had or are expected to have a material impact on the Company’s Consolidated Financial Statements.

Leasing Activity

Leasing Activity	9 Months Ended
	Sep. 30, 2016
Leasing Activity
Leasing Activity	2. Leasing Activity Equipment Leasing Revenue The Company has non-cancelable operating leases for certain of its leasing equipment. At September 30, 2016, future minimum lease revenue under these agreements is estimated as follows: 2016 $ 2017 2018 2019 2020 Thereafter $ Finance Revenue At September 30, 2016, receivables under direct finance leases are collectible through 2022 as follows: Total Lease Unearned Net Lease 2016 $ $ $ 2017 2018 2019 2020 Thereafter $ $ $ As of December 31, 2015, the Company had total lease receivables, unearned lease income and net lease receivables of $14,330, $1,533 and $12,797, respectively. As of September 30, 2016 and December 31, 2015, the Company had guaranteed and unguaranteed residual values for leasing equipment on direct finance leases of $8,656 and $8,673, respectively. The unguaranteed residual values are reflected in “Total Lease Receivables” above. Historically, the Company has not experienced losses related to direct finance leases and does not project future uncollectible amounts related to the principal balances receivable. If customers were to default, the Company would seek to recover the equipment securing the lease, often at fair market values in excess of the remaining receivable.

Leasing Equipment

Leasing Equipment	9 Months Ended
	Sep. 30, 2016
Leasing Equipment
Leasing Equipment	3. Leasing Equipment The following is a summary of leasing equipment recorded on the Consolidated Balance Sheets: September 30, December 31, 2016 2015 Total leasing equipment $ $ Less accumulated depreciation ) ) Leasing equipment, net of accumulated depreciation $ $ Leasing equipment includes assets recorded under capital leases of $82,195 and $121,817 with accumulated depreciation of $31,730 and $46,304 at September 30, 2016 and December 31, 2015, respectively. Impairment of Leasing Equipment Impairment of leasing equipment amounted to $2,007 and $9,980 for the three and nine months ended September 30, 2016, respectively. This compares to $1,693 and $5,695 for the three and nine months ended September 30, 2015, respectively. The increase in impairment charges reflected during 2016 was primarily due to a greater number of end-of-life chassis impaired in 2016 versus 2015 and an increase in write-downs associated with axle sets determined to be unsuitable for the remanufacturing program. The above impairment charges are recorded in Impairment of leasing equipment in the Consolidated Statements of Operations.

Capitalized Software Developmen

Capitalized Software Development Costs	9 Months Ended
	Sep. 30, 2016
Capitalized Software Development Costs
Capitalized Software Development Costs	4. Capitalized Software Development Costs In 2014, the Company’s Investment Committee approved the proposal to replace its principal operating and financial reporting systems, named “Project Helix” to provide more functional capabilities necessitated by new business requirements emerging from the industry shift to the motor carrier model. In accordance with ASC 350-40, Internal-Use Software , the Company is capitalizing costs during the application development stage of the project. At September 30, 2016 and December 31, 2015, capitalized software development costs totaled $20,461 and $9,675, respectively. These costs are included in Other assets in the Consolidated Balance Sheet. Once the software is substantially complete and ready for its intended use, capitalization will cease. Capitalized software costs will be amortized on a straight-line basis over seven years, the estimated useful life of the software.

Borrowings

Borrowings	9 Months Ended
	Sep. 30, 2016
Borrowings
Borrowings	5. Borrowings The following is a summary of the Company’s borrowings: September 30, December 31, 2016 2015 Debt Debt Debt Debt Senior Secured 11% Notes $ $ $ $ ABL Facility Loans Payable CIMC Capital lease obligations Total debt $ $ Less current maturities ) ) Long-term debt, less current maturities $ $ The Company’s debt consisted of notes, loans and capital lease obligations payable in varying amounts through 2021. On a consolidated basis, the weighted-average interest rate was 5.37% for the year ended December 31, 2015. For the nine months ended September 30, 2016 and 2015, the weighted-average interest rate was 4.20% and 5.58%, respectively. The weighted-average interest rates disclosed are calculated as “all-in” rates which include cash interest expense and amortization of agents’ fees and deferred financing fees. On January 14, 2016, the Company borrowed $51,000 (the “Repurchase Amount”) under the revolving credit facility of the ABL Facility to finance the repurchase and retirement of 62 shares, par value $0.01 per share, of the common stock of Interpool held by the Company, the sole stockholder of Interpool Through a successive chain of dividends, the Repurchase Amount was received pro rata by the Company’s indirect shareholders of record, including certain private equity funds that are managed by an affiliate of Fortress Investment Group LLC, employees of affiliates of Seacastle Inc. (the Company’s indirect parent) and members of the Company’s management. In February 2016, the Company executed three interest rate swap agreements to convert variable rate debt based on LIBOR into a fixed rate per annum. See Note 6. On March 7, 2016, the Company announced its proposed offering of $485,000 aggregate principal amount of senior secured notes due 2021. Subsequently on March 22, 2016, the Company decided that due to current market conditions, it would not proceed with its proposed offering. As a result, during the nine months ended September 30, 2016, the Company expensed approximately $1,603 of accumulated costs related to the offering. These costs are included in Selling, general and administrative expenses in the Consolidated Statement of Operations. Redemption of Senior Secured 11% Notes On August 15, 2016, the Company borrowed $80,000 under its ABL Facility which carries an interest rate of one-month LIBOR + 2.00% and matures on December 10, 2020, which is the maturity date of the ABL Facility. The funds were used to finance the redemption of $80,000 in aggregate principal amount of its outstanding Senior Secured 11% Notes at a redemption price equal to 105.500 percent of such aggregate principal amount. Approximately $84,400 was paid to redeem the Notes, $80,000 aggregate principal amount and a premium of $4,400. Additionally, $1,206 of deferred financing fees related to the Notes were expensed upon redemption. As of September 30, 2016, $70,000 aggregate principal amount of the Notes remains outstanding.

Derivatives and Hedging Activit

Derivatives and Hedging Activities	9 Months Ended
	Sep. 30, 2016
Derivatives and Hedging Activities
Derivatives and Hedging Activities	6. Derivatives and Hedging Activities In the normal course of business, the Company utilizes interest rate derivatives to manage its exposure to interest rate risks. Through the utilization of interest rate derivatives, the Company receives floating rate payments in exchange for fixed rate payments, effectively converting its floating rate debt to a fixed rate. If certain conditions are met, an interest rate derivative may be specifically designated as a cash flow hedge. The Company’s interest rate derivatives qualify and have been designated as cash flow hedges. For the effective portion of the derivative gain or loss, changes in fair value are recorded in Accumulated other comprehensive loss and subsequently reclassified into earnings when the interest payments on the debt are recorded in earnings. The ineffective portion of the derivative gain or loss is recorded in Interest expense in the Consolidated Statements of Operations. On January 10, 2013, the Company entered into an interest rate swap transaction with Deutsche Bank AG effectively converting $300,000 of variable rate debt based upon LIBOR into a fixed rate instrument. The Company receives one-month LIBOR with interest payable at a rate of 0.756% on the notional amount. At September 30, 2016, one-month LIBOR was 0.5311%. The agreement terminates on August 9, 2017. On February 4, 2016, the Company executed two interest rate swap agreements with Deutsche Bank. One agreement effectively converts $50,000 of variable rate debt based upon LIBOR into a fixed rate of 1.063% per annum. This agreement will terminate on December 10, 2020 at the same time the Company’s ABL Facility terminates. Additionally, the Company executed a $300,000 forward interest rate swap agreement. This agreement begins on August 9, 2017 when the Company’s existing $300,000 swap agreement ends. At that time, the Company will effectively convert $300,000 of variable rate debt based upon LIBOR into a fixed rate of 1.2985%. On February 5, 2016, the Company executed an interest rate swap with PNC Bank effectively converting $100,000 of variable rate debt based upon LIBOR into a fixed rate of 1.1175%. The agreement will terminate December 10, 2020 at the same time the Company’s ABL Facility terminates. The Company’s interest rate derivatives involve counterparty credit risk. As of September 30, 2016, the Company does not anticipate its counterparties will fail to meet their obligations. As of September 30, 2016, there were no credit risk related contingent features in the Company’s derivative agreements. For additional disclosures related to derivative instruments see Notes 9 and 15. The Company held the following interest rate derivative as of September 30, 2016: Notional Effective Maturity Floating Fixed Leg Fair Hedged Item Amount Date Date Rate Interest Rate Value (a) ABL Facility $ Jan-2013 Aug-2017 1M LIBOR % $ ) ABL Facility $ Feb-2016 Dec-2020 1M LIBOR % $ ) ABL Facility $ Feb-2016 Dec-2020 1M LIBOR % $ ) ABL Facility $ Aug-2017 Dec-2020 1M LIBOR % $ ) (a) These interest rate derivatives are recorded in Accrued expenses and other liabilities in the Consolidated Balance Sheets. At the dates indicated, the Company had in place total interest rate derivatives to fix floating interest rates on a portion of the borrowings under its debt facilities as summarized below: Total Current Weighted-Average Weighted-Average September 30, 2016 $ % 1.97 years December 31, 2015 $ % 1.53 years The following table sets forth the net of tax effect of the Company’s cash flow hedge derivative instruments on the Consolidated Financial Statements for the periods indicated: Effective Portion Ineffective Portion Derivative Change in Classification Loss Classification (Gain) Loss Three Months ended September 30, 2016 Interest rate derivatives $ Interest expense $ Interest expense $ — Nine Months ended September 30, 2016 Interest rate derivatives $ ) Interest expense $ Interest expense $ Three Months ended September 30, 2015 Interest rate derivatives $ ) Interest expense $ Interest expense $ Nine Months ended September 30, 2015 Interest rate derivatives $ ) Interest expense $ Interest expense $ (a) This represents the change in the fair market value of the Company’s interest rate derivatives, net of tax, offset by the amount of actual cash paid related to the net settlements of the interest rate derivatives, net of tax. (b) This represents the amount of actual cash paid, net of tax, related to the net settlements of the interest rate derivatives plus any effective amortization of deferred losses on the Company’s terminated derivative, net of tax. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net settlements of interest rate derivative, net of tax of ($180), ($171), ($522) and ($519), respectively $ $ $ $ Amortization of terminated derivatives, net of tax of ($1,569), ($1,956), ($4,935) and ($6,086), respectively $ $ $ $ (c) Amount impacting income not related to AOCI reclassification. The following table summarizes the deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense for the three and nine months ended September 30, 2016 and 2015: Original Effective Maturity Fixed Termination Deferred Un- Amount of Amount of Amount Item Amount Date Date Rate % Date Termination 2016 2016 2015 2016 2015 Months (a) $ Jul-2007 Oct-2017 % Dec-2007 $ $ ) $ ) $ ) $ ) $ ) $ ) (a) Jul-2007 Jul-2017 % Dec-2007 ) ) ) ) ) ) (b) Oct-2014 Oct-2017 % Jul-2008 (b) Oct-2014 Oct-2017 % Jul-2008 (a) Nov-2007 Oct-2017 % Jul-2008 ) ) ) ) ) ) (a) Nov-2007 Jul-2017 % Jul-2008 ) ) ) ) ) ) (c) Jul-2008 Oct-2017 % Aug-2012 (c) Jul-2008 Jul-2017 % Aug-2012 (c) Oct-2014 Oct-2017 % Aug-2012 Total $ $ $ $ $ $ $ (a) This hedged item is referred to as Chassis Funding II Floating Rate Asset-Backed Notes, Series 2007-1 (b) This hedged item is referred to as Chassis Funding Floating Rate Asset-Backed Notes, Series 2007-1 (c) This hedged item is referred to as Chassis Financing Program, Portfolio A The amount of loss expected to be reclassified from AOCI into interest expense over the next 12 months consists of net interest settlements on active interest rate derivatives in the amount of $645 (which is net of tax of $417) and amortization of deferred losses on the Company’s terminated derivatives of $8,609 (which is net of tax of $5,565).

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies
Commitments and Contingencies	7. Commitments and Contingencies Chassis Purchase Commitments The Company’s chassis purchase commitments are related to commitments to refurbish chassis, remanufacture chassis and to exercise purchase options related to maturing capital leases. At September 30, 2016, the Company had non-cancellable commitments totaling approximately $33,860 with commitments totaling $16,806, $8,565, $6,563 and $1,926 for 2016, 2017, 2018 and 2019, respectively. During the third quarter of 2016, the Company entered into a purchase order for the refurbishment of chassis which allows either party to cancel with 90 days’ notice. If the Company were to cancel, it would be required to fulfill refurbishments committed aggregating approximately $3,355 which is included in the 2016 commitment number above. Tire Purchase Commitments Contemporaneous with the Interstar acquisition, the Company committed to purchase from an affiliate of the acquired company 45,000 tires annually for a period of five years. Initial prices for tire types were agreed upon but are subject to purchase price adjustments based on certain changes in the cost of raw materials used in the manufacturing process as well as the mix of tires to be purchased over the commitment period. At September 30, 2016, the tire purchase commitments are estimated to be $24,292 with $1,783 committed for the remainder of 2016, $5,919 committed for 2017 and $5,530 committed for 2018, 2019 and 2020, respectively. See Note 12. Lease Commitments The Company is party to various operating leases relating to office facilities and certain other equipment with various expiration dates through 2026. All leasing arrangements contain normal leasing terms without unusual purchase options or escalation clauses. As of September 30, 2016, the aggregate minimum rental commitment under operating leases having initial or remaining non-cancelable lease terms in excess of one year was $43,467. Stock Buyback Program On April 13, 2016, Interpool instituted a stock buyback program (the “Stock Buyback Program”) whereby employees who hold vested shares of SCT Chassis, Inc. (“SCT Chassis”), an indirect parent of the Company, pursuant to Management Shareholder Agreements executed prior to January 1, 2016, will be eligible to elect, on an annual basis, to sell up to 25% of such shares to Interpool. Under the Stock Buyback Program, participants will elect annually whether to participate in the Stock Buyback Program and the number of eligible shares they wish to sell. Elections will generally be made on or about April 30 of each year, and the Stock Buyback Program will expire in 2019 after all completed share repurchase elections are fulfilled for that year. The fair market value price, at which SCT Chassis shares will be repurchased, will be determined each year by the Board of Directors of SCT Chassis. At September 30, 2016, the estimated repurchase amount based on the current fair market value of $10.72 per share is $3,294. See Note 10. ILWU Roadability Program — Inspection Fees An agreement reached in March 2015 between the Pacific Maritime Association (“PMA”) and the International Longshore and Warehouse Union (“ILWU”) provides for mandatory roadability inspections (subject to limited exceptions) of all chassis before they leave any of the West Coast terminals where the ILWU has jurisdiction (the “ILWU Roadability Program”). In connection with this program, the Company has received invoices and payment demands from certain host locations. The Company is currently disputing such fees because, among other reasons, it believes there is no legal basis for them to be imposed and the ILWU Roadability Program provides for inspections beyond those required by applicable law. Since the Company believes that any amounts it may be required to pay are not probable, it is not currently accruing such expenses in its financial statements. As of September 30, 2016, the Company has received invoices aggregating approximately $5,000.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Taxes
Income Taxes	8. Income Taxes The consolidated income tax provisions for the three and nine months ended September, 30, 2016 and 2015 were determined based upon estimates of the Company’s consolidated forecasted effective income tax rates for the years ended December 31, 2016 and 2015, respectively. For the three months ended September 30, 2016, the Company recorded a tax provision of $1,666, reflecting a 32.6% effective tax rate. This compares to a tax provision of $737, on a net loss of $501, reflecting a 147% effective tax rate for the three months ended September 30, 2015. In both periods, the effective tax rate was adversely impacted by Canadian and Mexican tax provisions. In addition, the effective tax rate for the three months ended September 30, 2016 was favorably impacted by a lower state effective tax rate and the recognition of a Research and Development tax credit on the Project Helix costs. The effective tax rate for the three months ended September 30, 2015 was adversely affected due to discreet items recorded pertaining to changes in certain states’ effective tax rates. For the nine months ended September 30, 2016, the Company recorded a tax provision of $7,149, reflecting a 38.0% effective tax rate. This compares to a tax provision of $13,171, reflecting a 41.4% effective tax rate for the nine months ended September 30, 2015. In both periods, the effective tax rate was adversely impacted by Canadian and Mexican tax provisions. In addition, the effective tax rate for the nine months ended September 30, 2016 was favorably impacted by a lower state effective tax rate and the recognition of a Research and Development tax credit on the Project Helix costs.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	9 Months Ended
	Sep. 30, 2016
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss	9. Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss (“AOCI”) includes the changes in the fair value of derivative instruments, reclassification into earnings of amounts previously deferred relating to derivative instruments and foreign currency translation gains and losses primarily relating to the Company’s Canadian operation. For the nine months ended September 30, 2016, the components of AOCI, net of tax, are as follows: Unrealized Net Foreign Total Balance, December 31, 2015 $ $ ) $ ) $ ) Current-period other comprehensive (loss) income ) Balance, September 30, 2016 $ ) $ ) $ ) $ ) The following table presents the effects of reclassifications out of AOCI and into the Consolidated Statement of Operations for the periods indicated: Income Statement Line Item Three Months Nine Months Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives Interest Expense $ $ Related income tax benefit Benefit for income taxes ) ) Net loss reclassified out of AOCI $ $ Income Statement Line Item Three Months Nine Months Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives Interest Expense $ $ Related income tax benefit Benefit for income taxes ) ) Net loss reclassified out of AOCI $ $

Share-Based Payment

Share-Based Payment	9 Months Ended
	Sep. 30, 2016
Share-Based Payment
Share-Based Payment	10. Share-Based Payment A summary of the restricted shares of SCT Chassis under the Company’s share-based compensation plan is as follows. All amounts are in thousands except share and per share amounts. Non-vested Shares Shares Weighted- Fair Value Non-vested at January 1, 2016 $ $ Granted Forfeited — — — Vested ) ) Non-vested at September 30, 2016 $ $ New Grants On June 1, 2016, 35,682 restricted shares of SCT Chassis were granted to a key employee at a fair value of $11.21 per share for a total fair value of $400. These shares vest in equal increments on January 1, 2017, 2018, 2019 and 2020. Additionally on June 1, 2016, the Company advised the employee that he would be permitted to participate in the Stock Buyback Program (as defined below) instituted by the Company in April 2016. See description of program following. Stock Buyback Program On April 13, 2016, Interpool instituted a stock buyback program (the “Stock Buyback Program”) whereby employees who hold vested shares of SCT Chassis, an indirect parent of the Company, pursuant to Management Shareholder Agreements executed prior to January 1, 2016, will be eligible to elect, on an annual basis, to sell up to 25% of such shares to Interpool. Under the Stock Buyback Program, participants will elect annually whether to participate in the Stock Buyback Program and the number of eligible shares they wish to sell. Elections will generally be made on or about April 30 of each year, and the Stock Buyback Program will expire in 2019 after all completed share repurchase elections are fulfilled for that year. The fair market value price, at which SCT Chassis shares will be repurchased, will be determined each year by the Board of Directors of SCT Chassis. For the 2016 repurchase, Interpool offered a purchase price of $11.21 per share, and such offer expired on May 13, 2016. The Company accounted for the repurchase feature which provides for a cash settlement option for eligible shares in accordance with the Compensation — Stock Compensation Topic of the FASB ASC. Provisions of the Program require certain equity awards to be accounted for under liability accounting; hence such awards have been reclassified and will be re-measured at each reporting date. The Company recognized $312 of additional compensation expense with regard to these awards due to the Program modification and reclassified $641 from Member’s interest to a share repurchase liability account. At inception the Share repurchase liability was $953 and is recorded in Accrued expenses and other liabilities in the Consolidated Balance Sheet. Additionally, the guidance in Accounting Series Release No. 268 (“ASR 268”) requires equity awards, which are now redeemable under the Program to be classified as temporary equity on the balance sheet and re-measured to the estimated redemption value at each reporting period. The Company recognized $744 of additional compensation expense due to the Program modification and reclassified $1,859 from Member’s interest to Redeemable indirect parent shares held by management associated with such awards. Additionally, $775 was recorded to Redeemable indirect parent shares held by management with the offset to Member’s interest to reflect the estimated redemption value for these shares. At inception the balance in this account was $3,378. On May 13, 2016, the Company repurchased 94,527 shares for $1,060 in accordance with the Stock Buyback Program discussed above. Accordingly, the Company reduced Redeemable indirect parent shares held by management by $845 on the Consolidated Balance Sheet and also reduced the Share repurchase liability by $215. At September 30, 2016, the Share repurchase liability was $871 and is recorded in Accrued expenses and other liabilities in the Consolidated Balance Sheet. Additionally, the balance in Redeemable indirect parent shares held by management was $2,423 and is presented as temporary equity in the Consolidated Balance Sheet. Both accounts were revalued to fair value and estimated redemption value, respectively, at September 30, 2016. The Company recorded share-based compensation expense for the three and nine months ended September 30, 2016 of $95 and $1,264, respectively which includes the amounts discussed above. This compares to compensation expense of $117 and $466 for the three and nine months ended September 30, 2015. Compensation expense is recorded as a component of Selling, general and administrative expense in the Company’s Consolidated Statements of Operations and is recognized on a straight-line basis with the compensation expense recognized as of any date being at least equal to the portion of the grant-date fair value that is vested at that date. Total unrecognized compensation expense was approximately $658 at September 30, 2016, which is expected to be recognized over the remaining weighted-average vesting period of 2.4 years. Share Repurchases In addition to the share repurchase discussed above under the Stock Buyback Program, during the nine months ended September 30, 2016, Interpool purchased 32,547 shares of SCT Chassis common stock from employees to meet their minimum statutory withholding requirements upon share vesting and to repurchase shares from an employee upon termination. The cost of these shares was $306 and is included in Member’s interest in the Consolidated Balance Sheet.

Segment and Geographic Informat

Segment and Geographic Information	9 Months Ended
	Sep. 30, 2016
Segment and Geographic Information
Segment and Geographic Information	11. Segment and Geographic Information The Company’s principal business is providing marine and domestic chassis on both long and short-term leases or rental agreements to a diversified customer base including the world’s leading shipping lines, Class I railroads, major U.S. intermodal transportation companies and motor carriers. The Company provides such services to its customers through two operating and reportable segments, the Marine Market segment and the Domestic Market segment. The reportable segments are based on the chassis markets that are served by the Company. The Company evaluates current and future projected segment performance and allocates resources to them primarily based upon Adjusted EBITDA. The Company defines Adjusted EBITDA as income (loss) before income taxes, interest expense, depreciation and amortization expense, impairment of assets and leasing equipment, loss on modification and extinguishment of debt and capital lease obligations, other expense (income), interest income, share-based compensation, principal collections on direct finance leases and other non-routine or non-cash items as determined by management. Adjusted EBITDA is not a measure recognized under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. Adjusted EBITDA helps management identify controllable expenses and make decisions designed to help the Company meet its current financial goals and optimize its financial performance. Accordingly, the Company believes this metric measures its financial performance based on operational factors that management can impact in the short-term, namely the cost structure and expenses of the organization. The following tables show segment information for the three months ended September 30, 2016 and 2015. Three Months ended September 30, 2016 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets Three Months ended September 30, 2015 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets The following tables show segment information for the nine months ended September 30, 2016 and 2015: Nine Months ended September 30, 2016 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets Nine Months ended September 30, 2015 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets The following table shows the reconciliation of net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the three months ended September 30, 2016 and 2015. Three Months Ended (dollars in thousands) 2016 2015 Net income (loss) $ $ ) Income tax provision Interest expense Depreciation expense Impairment of leasing equipment Loss on modification and extinguishment of debt and capital lease obligations Other income, net ) ) Principal collections on direct finance leases, net of interest earned Share-based compensation Non-recurring professional fees primarily associated with termination of bond offering — Adjusted EBITDA $ $ The following table shows the reconciliation of net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the nine months ended September 30, 2016 and 2015. Nine Months Ended (dollars in thousands) 2016 2015 Net income $ $ Income tax provision Interest expense Depreciation expense Impairment of leasing equipment Loss on modification and extinguishment of debt and capital lease obligations Other income, net ) ) Interest income ) ) Principal collections on direct finance leases, net of interest earned Share-based compensation Non-recurring professional fees primarily associated with termination of bond offering — Restructuring expense — Adjusted EBITDA $ $ Geographic Information Primarily all of the Company’s revenues and long lived assets are attributable to the United States, the Company’s country of domicile.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions
Related Party Transactions	12. Related Party Transactions Management, Facility Fees and Chassis Leasing The Company charges management fees to a subsidiary of Seacastle for expenses incurred and services performed on its behalf. For the three and nine months ended September 30, 2016, this resulted in income for the Company of $23 and $67, respectively. This compares to $31 and $93, respectively, for the three and nine months ended September 30, 2015. These amounts are included in Selling, general and administrative expenses on the Consolidated Statements of Operations. The Company had a net payable to affiliates of $22 at September 30, 2016 compared to a net receivable from affiliates of $584 at December 31, 2015. These balances are included in Other assets on the Consolidated Balance Sheets. The Company also leases chassis to the Florida East Coast Railway (“FEC”) under term lease and pool arrangements. The parent company to the FEC is Florida East Coast Industries, Inc., which is owned by private equity funds managed by affiliates of Fortress. For the three and nine months ended September 30, 2016, the Company recorded chassis leasing revenue from FEC of $591 and $1,702, respectively. This compares to chassis leasing revenue of $589 and $1,662, respectively, for the three and nine months ended September 30, 2015. These amounts are recorded in Equipment leasing revenue on the Consolidated Statements of Operations. The Company is committed to purchasing 45,000 tires annually for a period of five years from a tire supplier that is co-owned by a member of the senior management team at TRAC Interstar. At September 30, 2016, the tire purchase commitments are estimated to be $24,292 with $1,783 committed for 2016, $5,919 committed for 2017 and $5,530 committed for 2018, 2019 and 2020, respectively. See Note 7.

Restructuring Charge

Restructuring Charge	9 Months Ended
	Sep. 30, 2016
Restructuring Charge
Restructuring Charge	13. Restructuring Charge During June 2016, in response to changing market conditions, the Company initiated a reduction in certain staffing levels. In accordance with the Compensation — Non-Retirement Post-Employment Benefits Topic of the FASB ASC, the Company recorded a restructuring charge of $1,404 related to employee severance and termination benefits. This charge is recorded in Restructuring expense in the Consolidated Statements of Operations. At September 30, 2016, the balance in Accrued restructuring is $364 which is included in Accrued expenses and other liabilities on the Consolidated Balance Sheet. The decrease in the liability balance from $1,404 at June 30, 2016 to $364 at September 30, 2016 is due entirely to payments made.

Grow New Jersey Tax Credit

Grow New Jersey Tax Credit	9 Months Ended
	Sep. 30, 2016
Grow New Jersey Tax Credit
Grow New Jersey Tax Credit	14. Grow New Jersey Tax Credit On June 10, 2014, the Company was approved to receive a Grow NJ Tax Credit in the amount not to exceed $9,800 subject to the terms and conditions of the Grow New Jersey Assistance Act, P.L. 2011, c. 149, as amended; the Grow NJ Program regulations, N.J.A.C. 19:31-18.1 et seq. subject to final amendments to the regulations; and the terms and conditions set forth in the Approval Letter and in the Incentive Agreement. During 2015, the Company satisfied all the terms and conditions necessary to obtain the Grow NJ Tax Credit and in January 2016, the New Jersey Division of Taxation approved and issued the overall tax credit certificate for $8,800. Since the grant is payable in yearly increments over a ten year period commencing in 2016, the year the first tax credit certificate is issued, the Company received credits amounting to $880 during the first quarter of 2016. It is anticipated that upon continued compliance with the terms and conditions of the grant, the Company will receive an annual grant of $880 each year from 2017 to 2025. Additionally, as provided for in the statutes governing the grant, the Company sold the tax credits it received to a third party. The third party agreed to purchase, over the ten year period, all credits not used by the Company at 92.5% of the face value of the credits. On February 25, 2016, the third party purchased tax credits totaling $880 and paid the Company $814. There was also a $4 transfer fee related to this transaction. Based on the above transaction, the Company recognized Grant income of $136 and $403 for the three and nine months ended September 30, 2016. This is recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations. At September 30, 2016, the amount in deferred income was $407 which is recorded in Accrued expenses and other liabilities in the Consolidated Balance Sheets.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2016
Fair Value of Financial Instruments
Fair Value of Financial Instruments	15. Fair Value of Financial Instruments The following table sets forth the valuation of the Company’s financial assets and liabilities measured at fair value on a recurring basis by the input levels (as defined) at the dates indicated: Fair Value as Fair Value Measurement as of 2016 Level 1 Level 2 Level 3 Asset: Cash and cash equivalents $ $ $ — $ — Liability: Derivative instruments — — Share repurchase liability — — Redeemable indirect parent shares held by management — — Fair Value Fair Value Measurement as of 2015 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ $ $ — $ — Derivative instruments — — Cash and cash equivalents: Cash and cash equivalents include all cash balances and highly liquid investments. These instruments are stated at cost, which approximates market value because of the short-term nature of the instruments. Derivative instruments: The Company’s interest rate derivatives were recorded at fair value on the Company’s Consolidated Balance Sheets and consist of United States dollar denominated LIBOR-based interest rate swaps. Their fair values were determined using cash flows discounted at relevant market interest rates in effect at the period close. The fair value generally reflected the estimated amounts that the Company would receive or pay to transfer the contracts at the reporting date and therefore reflected the Company’s or counterparty’s non-performance risk. Additionally, the Company has analyzed each of the redemption features included in the notes to determine whether any of these embedded features should be bifurcated in accordance with the Derivatives and Hedging Topic of the FASB ASC (ASC 815). The Company has concluded that the redemption feature which offers optional redemption by the Company of up to 35% of the aggregate principal amount of the notes at a redemption price of 111% of the aggregate principal amount of the notes using the cash proceeds of an equity offering qualifies as a feature that should be bifurcated under ASC 815. The Company has determined that the resulting measurement of the fair value of this embedded derivative is immaterial to the Consolidated Financial Statements, and will continue to reassess the fair value of this derivative prospectively with any changes recorded in earnings. Share repurchase liability and Redeemable indirect parent shares held by management: The Share repurchase liability account and the Redeemable indirect parent shares held by management were recorded at fair value and estimated redemption value on the Company’s Balance Sheet. The fair value and estimated redemption value of these shares at September 30, 2016 was determined to be $10.72 per share. The value per share was determined by a valuation by the Board of Directors of SCT Chassis. In determining fair market value, the Board of Directors relies on a number of valuation approaches including the market-based approach using current market multiples as well as the income approach utilizing a discounted cash flow analysis. Leasing equipment that is deemed to be impaired is measured at fair value on a non-recurring basis. The fair value is calculated using the income approach based on inputs classified as Level 2 in the fair value hierarchy. The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other liabilities approximates the fair value of these financial instruments because of their short-term nature. Debt: The Company’s debt consists of fixed and floating rate instruments. Variable interest rate debt was $559,142 as of September 30, 2016 and $584,401 as of December 31, 2015. Accordingly, the Company’s variable rate debt approximates market value for similar instruments at the respective dates. The Company had fixed rate debt of $547,709 as of September 30, 2016 and $496,278 as of December 31, 2015. Fair value was calculated based on inputs classified as Level 2 in the fair value hierarchy. The carrying amounts and fair values of the Company’s financial instruments are as follows: September 30, 2016 December 31, 2015 Carrying Fair Value of Carrying Fair Value of Derivative Instrument $ ) $ ) $ $ Total debt and capital lease obligations $ ) $ ) $ ) $ )

Guarantor Financial Information

Guarantor Financial Information	9 Months Ended
	Sep. 30, 2016
Guarantor Financial Information
Guarantor Financial Information	16. Guarantor Financial Information On August 9, 2012, TRAC Intermodal LLC along with TRAC Intermodal Corp., entered into a purchase agreement pursuant to which it sold $300,000 aggregate principal amount of the Senior Secured 11% Notes (the “Notes”). Concurrent with the offering of the Notes, the Company entered into a registration rights agreement with investors which required the Company to file a registration statement with the SEC to offer exchange notes with terms substantially identical to the Notes. The exchange offer to exchange the Notes for notes which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), commenced on June 6, 2013, expired on July 5, 2013 and closed on July 10, 2013. Based on information provided by Wells Fargo Bank, N.A., the exchange agent for the exchange offer, as of the expiration date 100% of the Notes were validly tendered for exchange. The Notes are jointly and severally guaranteed unconditionally on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries, with certain exceptions. All guarantor subsidiaries are 100% owned by the Company. On August 17, 2015, the Issuers redeemed $150,000 aggregate principal amount of the Notes. Additionally on August 15, 2016, the Issuer redeemed $80,000 aggregate principal amount of the Notes. As of September 30, 2016, $70,000 aggregate principal amount of the Notes remains outstanding. TRAC Intermodal LLC Condensed Consolidating Balance Sheet September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Net investment in direct finance leases — — ) Leasing equipment, net of accumulated depreciation — — Goodwill — — — Affiliate and intercompany receivable — — ) ) Intercompany interest receivable — — ) — Intercompany note receivable — — ) — Investment in subsidiary — ) Other assets — — Total assets $ $ $ $ ) $ Liabilities and member’s interest Accounts payable, accrued expenses and other liabilities $ $ $ $ — $ Intercompany payable — — ) — Intercompany note payable — — ) — Intercompany interest payable — — ) — Intercompany lease payable — — ) — Deferred income taxes, net — — Debt and capital lease obligations less debt issuance costs — — Total liabilities ) Redeemable indirect parent shares held by management — — — Total member’s interest ) Total liabilities and member’s interest $ $ $ $ ) $ TRAC Intermodal LLC Condensed Consolidating Statements of Operations and Comprehensive Income For The Three Months Ended September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — — — Impairment of leasing equipment — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) — — — Equity in earnings of subsidiary ) ) — — Other income, net — ) — — ) Total (income) expense ) Income before provision for income taxes ) Provision for income taxes — — Net income ) Unrealized gain on derivative instruments, net of tax of ($1,064) — — — Derivative loss reclassified into earnings, net of tax of ($1,569) — — — Foreign currency translation loss, net of tax of $18 — ) — — ) Total other comprehensive income — — — Total comprehensive income $ $ $ $ ) $ TRAC Intermodal LLC Condensed Consolidating Statements of Operations and Comprehensive Income For The Nine Months Ended September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — — — Impairment of leasing equipment — — — Restructuring expense — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) — ) Equity in earnings of subsidiary ) ) — — Other income, net — ) — — ) Total (income) expense ) Income before provision for income taxes ) Provision for income taxes — — Net income ) Unrealized loss on derivative instruments, net of tax of $1,715 — ) — — ) Derivative loss reclassified into earnings, net of tax of ($4,935) — — — Foreign currency translation gain, net of tax of ($191) — — — Total other comprehensive income — — — Total comprehensive income $ $ $ $ ) $ TRAC Intermodal LLC Condensed Consolidating Statement of Cash Flows For The Nine Months Ended September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ — $ $ $ $ Investing activities: Proceeds from sale of leasing equipment — — — Collections on net investment in direct finance leases, net of interest earned — — ) Business acquisition — ) — — ) Sales of Interpool shares — — ) — Investment in direct finance leases — ) — — ) Purchase of leasing equipment — ) — — ) Purchase of fixed assets — ) — — ) Net cash used in investing activities ) — ) ) Financing activities: Proceeds from long-term debt — ) Repayments of long-term debt ) ) — ) Cash paid for debt issuance fees — ) — — ) Premium paid for redemption of Notes — ) — — ) Repurchase of indirect parent shares from employees ) — — ) Dividend paid, net of dividend received ) — — ) Repurchase of Interpool shares — ) — — Net cash used in financing activities ) ) — ) Effect of changes in exchange rates on cash and cash equivalents — — — Net increase in cash and cash equivalents — — Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ — $ $ $ — $ TRAC Intermodal LLC Condensed Consolidating Balance Sheet December 31, 2015 Issuer Guarantor Non-Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Net investment in direct finance leases — — ) Leasing equipment, net of accumulated depreciation — — Goodwill — — — Affiliate and intercompany receivable — — ) Intercompany interest receivable — — ) — Intercompany note receivable — — ) — Investment in subsidiary — ) Other assets — — Total assets $ $ $ $ ) $ Liabilities member’s interest Accounts payable, accrued expenses and other liabilities $ $ $ $ — $ Intercompany payable — — ) — Intercompany note payable — — ) — Intercompany interest payable — — ) — Intercompany lease payable — — ) — Deferred income taxes, net — — Debt and capital lease obligations less debt issuance costs — — Total liabilities ) Total member’s interest ) Total liabilities and member’s interest $ $ $ $ ) $ TRAC Intermodal LLC Condensed Consolidating Statements of Operations and Comprehensive Income For The Three Months Ended September 30, 2015 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — ) — — ) Impairment of leasing equipment — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) — — — Equity in earnings of subsidiary ) — ) — Other income, net — ) ) — ) Total expense ) (Loss) income before provision for income taxes ) ) ) Provision for income taxes — — Net (loss) income ) ) ) Unrealized loss on derivative instruments, net of tax of $341 — ) — — ) Derivative loss reclassified into earnings, net of tax of ($1,956) — — — Foreign currency translation loss, net of tax of $235 — ) — — ) Total other comprehensive income — — — Total comprehensive (loss) income $ ) $ $ $ $ TRAC Intermodal LLC Condensed Consolidating Statements of Operations and Comprehensive Income For The Nine Months Ended September 30, 2015 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — — — Impairment of leasing equipment — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) ) — ) Equity in earnings of subsidiary ) ) — — Other income, net — ) ) — ) Total (income) expense ) Income before provision for income taxes ) Provision for income taxes — — Net income ) Unrealized loss on derivative instruments, net of tax of $1,053 — ) — — ) Derivative loss reclassified into earnings, net of tax of ($6,086) — — — Foreign currency translation loss, net of tax of $440 — ) — — ) Total other comprehensive income — — — Total comprehensive income $ $ $ $ ) $ TRAC Intermodal LLC Condensed Consolidating Statement of Cash Flows For The Nine Months Ended September 30, 2015 Company Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ — $ $ $ $ Investing activities: Proceeds from sale of leasing equipment — — — Collections on net investment in direct finance leases, net of interest earned — — ) Purchase of leasing equipment — ) — — ) Purchase of fixed assets — ) — — ) Proceeds from sale of other assets — — — Other investing activities — ) — — ) Net cash used in investing activities — ) — ) ) Financing activities: Proceeds from long-term debt — — — Repayments of long-term debt — ) — — ) Premium paid for redemption of Notes — ) — — ) Cash paid for debt issuance fees — ) — — ) Net cash used in financing activities — ) — — ) Effect of changes in exchange rates on cash and cash equivalents — ) — — ) Net (decrease) increase in cash and cash equivalents — ) — ) Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ — $ ) $ $ — $

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2016
Subsequent Event
Subsequent Event	17. Subsequent Event Restricted Stock Unit Plan On October 28, 2016, the SCT Chassis board of directors ratified, confirmed, authorized and approved the terms of the SCT Chassis Restricted Stock Unit Plan dated as of October 1, 2016 (the “RSU Plan”), the form of Restricted Stock Unit Award and Management Shareholder Agreement (the “RSU MSA”) and the list of participants in the Plan that would receive RSU MSAs in 2016. The RSU Plan provides for annual grants of Restricted Stock Units (“RSUs”) to participating employees upon the Company’s achievement of targeted levels of Adjusted Earnings before Tax (“Adjusted EBT”). Adjusted EBT targets are determined each year during the budget process. The number of shares to be granted is based upon levels of Adjusted EBT attained, the grade level of each participant and the fair value of SCT Chassis Stock at the grant date. On October 28, 2016, in accordance with the RSU Plan, a total of 168,577 RSUs were granted to certain members of Interpool management at a fair value of $8.36 per RSU, or a total fair value of $1,409, for achievement of the Adjusted EBT target for performance year 2015. The fair market value of the RSUs reflects a 22% lack of marketability discount as the RSU Plan provides no provision for participants to sell their shares to the Company. These RSUs will vest in one-third increments on January 1, 2017, 2018 and 2019, respectively with the underlying common stock being delivered to employees no later than March 15 of the year following the year in which the RSUs vest. Chassis Purchase Options Exercised During October and November 2016, the Company exercised four purchase options related to its capital leases, two early purchase options and two from maturing capital leases for an aggregate purchase price of $11,032 and recognized a loss on modification and extinguishment of debt and capital lease obligations of $126. The Company has evaluated all significant activities through the time of filing these financial statements with the SEC and has concluded that no additional subsequent events have occurred that would require recognition in the Consolidated Financial Statements or disclosure in the notes to the Consolidated Financial Statements.

Leasing Activity (Tables)

Leasing Activity (Tables)	9 Months Ended
	Sep. 30, 2016
Leasing Activity
Schedule of the estimated future minimum lease revenue	At September 30, 2016, future minimum lease revenue under these agreements is estimated as follows: 2016 $ 2017 2018 2019 2020 Thereafter $
Schedule of receivables under direct finance leases are collectible through 2022	At September 30, 2016, receivables under direct finance leases are collectible through 2022 as follows: Total Lease Unearned Net Lease 2016 $ $ $ 2017 2018 2019 2020 Thereafter $ $ $

Leasing Equipment (Tables)

Leasing Equipment (Tables)	9 Months Ended
	Sep. 30, 2016
Leasing Equipment
Summary of leasing equipment	September 30, December 31, 2016 2015 Total leasing equipment $ $ Less accumulated depreciation ) ) Leasing equipment, net of accumulated depreciation $ $

Borrowings (Tables)

Borrowings (Tables)	9 Months Ended
	Sep. 30, 2016
Borrowings
Summary of the Company's borrowings	September 30, December 31, 2016 2015 Debt Debt Debt Debt Senior Secured 11% Notes $ $ $ $ ABL Facility Loans Payable CIMC Capital lease obligations Total debt $ $ Less current maturities ) ) Long-term debt, less current maturities $ $

Derivatives and Hedging Activ28

Derivatives and Hedging Activities (Tables)	9 Months Ended
	Sep. 30, 2016
Derivatives and Hedging Activities
Schedule of interest rate derivative designated as a cash flow hedge	The Company held the following interest rate derivative as of September 30, 2016: Notional Effective Maturity Floating Fixed Leg Fair Hedged Item Amount Date Date Rate Interest Rate Value (a) ABL Facility $ Jan-2013 Aug-2017 1M LIBOR % $ ) ABL Facility $ Feb-2016 Dec-2020 1M LIBOR % $ ) ABL Facility $ Feb-2016 Dec-2020 1M LIBOR % $ ) ABL Facility $ Aug-2017 Dec-2020 1M LIBOR % $ ) (a) These interest rate derivatives are recorded in Accrued expenses and other liabilities in the Consolidated Balance Sheets.
Schedule of total interest rate derivatives to fix floating interest rates on a portion of the borrowings under debt facilities	Total Current Weighted-Average Weighted-Average September 30, 2016 $ % 1.97 years December 31, 2015 $ % 1.53 years
Schedule of the net of tax effect of the Company's cash flow hedge derivative instruments	Effective Portion Ineffective Portion Derivative Change in Classification Loss Classification (Gain) Loss Three Months ended September 30, 2016 Interest rate derivatives $ Interest expense $ Interest expense $ — Nine Months ended September 30, 2016 Interest rate derivatives $ ) Interest expense $ Interest expense $ Three Months ended September 30, 2015 Interest rate derivatives $ ) Interest expense $ Interest expense $ Nine Months ended September 30, 2015 Interest rate derivatives $ ) Interest expense $ Interest expense $ (a) This represents the change in the fair market value of the Company’s interest rate derivatives, net of tax, offset by the amount of actual cash paid related to the net settlements of the interest rate derivatives, net of tax. (b) This represents the amount of actual cash paid, net of tax, related to the net settlements of the interest rate derivatives plus any effective amortization of deferred losses on the Company’s terminated derivative, net of tax. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net settlements of interest rate derivative, net of tax of ($180), ($171), ($522) and ($519), respectively $ $ $ $ Amortization of terminated derivatives, net of tax of ($1,569), ($1,956), ($4,935) and ($6,086), respectively $ $ $ $ (c) Amount impacting income not related to AOCI reclassification.
Schedule of the amount of actual cash paid, net of tax, related to the net settlements of the interest rate derivatives plus any effective amortization of deferred losses on the Company's terminated derivatives, net of tax	Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net settlements of interest rate derivative, net of tax of ($180), ($171), ($522) and ($519), respectively $ $ $ $ Amortization of terminated derivatives, net of tax of ($1,569), ($1,956), ($4,935) and ($6,086), respectively $ $ $ $ (c) Amount impacting income not related to AOCI reclassification.
Summary of deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense	Original Effective Maturity Fixed Termination Deferred Un- Amount of Amount of Amount Item Amount Date Date Rate % Date Termination 2016 2016 2015 2016 2015 Months (a) $ Jul-2007 Oct-2017 % Dec-2007 $ $ ) $ ) $ ) $ ) $ ) $ ) (a) Jul-2007 Jul-2017 % Dec-2007 ) ) ) ) ) ) (b) Oct-2014 Oct-2017 % Jul-2008 (b) Oct-2014 Oct-2017 % Jul-2008 (a) Nov-2007 Oct-2017 % Jul-2008 ) ) ) ) ) ) (a) Nov-2007 Jul-2017 % Jul-2008 ) ) ) ) ) ) (c) Jul-2008 Oct-2017 % Aug-2012 (c) Jul-2008 Jul-2017 % Aug-2012 (c) Oct-2014 Oct-2017 % Aug-2012 Total $ $ $ $ $ $ $ (a) This hedged item is referred to as Chassis Funding II Floating Rate Asset-Backed Notes, Series 2007-1 (b) This hedged item is referred to as Chassis Funding Floating Rate Asset-Backed Notes, Series 2007-1 (c) This hedged item is referred to as Chassis Financing Program, Portfolio A

Accumulated Other Comprehensi29

Accumulated Other Comprehensive Loss (Tables)	9 Months Ended
	Sep. 30, 2016
Accumulated Other Comprehensive Loss
Schedule of the components of AOCI, net of tax	Unrealized Net Foreign Total Balance, December 31, 2015 $ $ ) $ ) $ ) Current-period other comprehensive (loss) income ) Balance, September 30, 2016 $ ) $ ) $ ) $ )
Schedule of the effects of reclassifications out of AOCI and into the Consolidated Statements of Operations	Income Statement Line Item Three Months Nine Months Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives Interest Expense $ $ Related income tax benefit Benefit for income taxes ) ) Net loss reclassified out of AOCI $ $ Income Statement Line Item Three Months Nine Months Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives Interest Expense $ $ Related income tax benefit Benefit for income taxes ) ) Net loss reclassified out of AOCI $ $

Share-Based Payment (Tables)

Share-Based Payment (Tables)	9 Months Ended
	Sep. 30, 2016
Share-Based Payment
Summary of the non-vested restricted shares of SCT Chassis, Inc.	Non-vested Shares Shares Weighted- Fair Value Non-vested at January 1, 2016 $ $ Granted Forfeited — — — Vested ) ) Non-vested at September 30, 2016 $ $

Segment and Geographic Inform31

Segment and Geographic Information (Tables)	9 Months Ended
	Sep. 30, 2016
Segment and Geographic Information
Schedule of segment information	Three Months ended September 30, 2016 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets Three Months ended September 30, 2015 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets Nine Months ended September 30, 2016 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets Nine Months ended September 30, 2015 Marine Domestic Other Total Term revenue $ $ $ — $ Pool revenue — All other revenue Total revenue $ $ $ $ Adjusted EBITDA ) Depreciation expense Net investment in direct finance leases — Leasing equipment Capital expenditures for long-lived assets
Schedule of reconciliations of Adjusted EBITDA to the Company's net income	Three Months Ended (dollars in thousands) 2016 2015 Net income (loss) $ $ ) Income tax provision Interest expense Depreciation expense Impairment of leasing equipment Loss on modification and extinguishment of debt and capital lease obligations Other income, net ) ) Principal collections on direct finance leases, net of interest earned Share-based compensation Non-recurring professional fees primarily associated with termination of bond offering — Adjusted EBITDA $ $ Nine Months Ended (dollars in thousands) 2016 2015 Net income $ $ Income tax provision Interest expense Depreciation expense Impairment of leasing equipment Loss on modification and extinguishment of debt and capital lease obligations Other income, net ) ) Interest income ) ) Principal collections on direct finance leases, net of interest earned Share-based compensation Non-recurring professional fees primarily associated with termination of bond offering — Restructuring expense — Adjusted EBITDA $ $

Fair Value of Financial Instr32

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value of Financial Instruments
Schedule of valuation of the Company's financial assets and liabilities measured at fair value on a recurring basis	Fair Value as Fair Value Measurement as of 2016 Level 1 Level 2 Level 3 Asset: Cash and cash equivalents $ $ $ — $ — Liability: Derivative instruments — — Share repurchase liability — — Redeemable indirect parent shares held by management — — Fair Value Fair Value Measurement as of 2015 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ $ $ — $ — Derivative instruments — —
Schedule of carrying amounts and fair values of the Company's financial instruments	September 30, 2016 December 31, 2015 Carrying Fair Value of Carrying Fair Value of Derivative Instrument $ ) $ ) $ $ Total debt and capital lease obligations $ ) $ ) $ ) $ )

Guarantor Financial Informati33

Guarantor Financial Information (Tables)	9 Months Ended
	Sep. 30, 2016
Guarantor Financial Information
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Net investment in direct finance leases — — ) Leasing equipment, net of accumulated depreciation — — Goodwill — — — Affiliate and intercompany receivable — — ) ) Intercompany interest receivable — — ) — Intercompany note receivable — — ) — Investment in subsidiary — ) Other assets — — Total assets $ $ $ $ ) $ Liabilities and member’s interest Accounts payable, accrued expenses and other liabilities $ $ $ $ — $ Intercompany payable — — ) — Intercompany note payable — — ) — Intercompany interest payable — — ) — Intercompany lease payable — — ) — Deferred income taxes, net — — Debt and capital lease obligations less debt issuance costs — — Total liabilities ) Redeemable indirect parent shares held by management — — — Total member’s interest ) Total liabilities and member’s interest $ $ $ $ ) $ Condensed Consolidating Balance Sheet December 31, 2015 Issuer Guarantor Non-Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Net investment in direct finance leases — — ) Leasing equipment, net of accumulated depreciation — — Goodwill — — — Affiliate and intercompany receivable — — ) Intercompany interest receivable — — ) — Intercompany note receivable — — ) — Investment in subsidiary — ) Other assets — — Total assets $ $ $ $ ) $ Liabilities member’s interest Accounts payable, accrued expenses and other liabilities $ $ $ $ — $ Intercompany payable — — ) — Intercompany note payable — — ) — Intercompany interest payable — — ) — Intercompany lease payable — — ) — Deferred income taxes, net — — Debt and capital lease obligations less debt issuance costs — — Total liabilities ) Total member’s interest ) Total liabilities and member’s interest $ $ $ $ ) $
Condensed Consolidating Statements of Operations and Comprehensive Income	Condensed Consolidating Statements of Operations and Comprehensive Income For The Three Months Ended September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — — — Impairment of leasing equipment — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) — — — Equity in earnings of subsidiary ) ) — — Other income, net — ) — — ) Total (income) expense ) Income before provision for income taxes ) Provision for income taxes — — Net income ) Unrealized gain on derivative instruments, net of tax of ($1,064) — — — Derivative loss reclassified into earnings, net of tax of ($1,569) — — — Foreign currency translation loss, net of tax of $18 — ) — — ) Total other comprehensive income — — — Total comprehensive income $ $ $ $ ) $ Condensed Consolidating Statements of Operations and Comprehensive Income For The Nine Months Ended September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — — — Impairment of leasing equipment — — — Restructuring expense — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) — ) Equity in earnings of subsidiary ) ) — — Other income, net — ) — — ) Total (income) expense ) Income before provision for income taxes ) Provision for income taxes — — Net income ) Unrealized loss on derivative instruments, net of tax of $1,715 — ) — — ) Derivative loss reclassified into earnings, net of tax of ($4,935) — — — Foreign currency translation gain, net of tax of ($191) — — — Total other comprehensive income — — — Total comprehensive income $ $ $ $ ) $ Condensed Consolidating Statements of Operations and Comprehensive Income For The Three Months Ended September 30, 2015 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — ) — — ) Impairment of leasing equipment — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) — — — Equity in earnings of subsidiary ) — ) — Other income, net — ) ) — ) Total expense ) (Loss) income before provision for income taxes ) ) ) Provision for income taxes — — Net (loss) income ) ) ) Unrealized loss on derivative instruments, net of tax of $341 — ) — — ) Derivative loss reclassified into earnings, net of tax of ($1,956) — — — Foreign currency translation loss, net of tax of $235 — ) — — ) Total other comprehensive income — — — Total comprehensive (loss) income $ ) $ $ $ $ Condensed Consolidating Statements of Operations and Comprehensive Income For The Nine Months Ended September 30, 2015 Company Guarantor Non-Guarantor Eliminations Consolidated Total revenue $ — $ $ $ ) $ Direct operating expenses — — Selling, general and administrative expenses — — Depreciation expense — — Provision for doubtful accounts — — — Impairment of leasing equipment — — — Loss on modification and extinguishment of debt and capital lease obligations — — — Interest expense ) Interest income ) ) — ) Equity in earnings of subsidiary ) ) — — Other income, net — ) ) — ) Total (income) expense ) Income before provision for income taxes ) Provision for income taxes — — Net income ) Unrealized loss on derivative instruments, net of tax of $1,053 — ) — — ) Derivative loss reclassified into earnings, net of tax of ($6,086) — — — Foreign currency translation loss, net of tax of $440 — ) — — ) Total other comprehensive income — — — Total comprehensive income $ $ $ $ ) $
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows For The Nine Months Ended September 30, 2016 Company Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ — $ $ $ $ Investing activities: Proceeds from sale of leasing equipment — — — Collections on net investment in direct finance leases, net of interest earned — — ) Business acquisition — ) — — ) Sales of Interpool shares — — ) — Investment in direct finance leases — ) — — ) Purchase of leasing equipment — ) — — ) Purchase of fixed assets — ) — — ) Net cash used in investing activities ) — ) ) Financing activities: Proceeds from long-term debt — ) Repayments of long-term debt ) ) — ) Cash paid for debt issuance fees — ) — — ) Premium paid for redemption of Notes — ) — — ) Repurchase of indirect parent shares from employees ) — — ) Dividend paid, net of dividend received ) — — ) Repurchase of Interpool shares — ) — — Net cash used in financing activities ) ) — ) Effect of changes in exchange rates on cash and cash equivalents — — — Net increase in cash and cash equivalents — — Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ — $ $ $ — $ Condensed Consolidating Statement of Cash Flows For The Nine Months Ended September 30, 2015 Company Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ — $ $ $ $ Investing activities: Proceeds from sale of leasing equipment — — — Collections on net investment in direct finance leases, net of interest earned — — ) Purchase of leasing equipment — ) — — ) Purchase of fixed assets — ) — — ) Proceeds from sale of other assets — — — Other investing activities — ) — — ) Net cash used in investing activities — ) — ) ) Financing activities: Proceeds from long-term debt — — — Repayments of long-term debt — ) — — ) Premium paid for redemption of Notes — ) — — ) Cash paid for debt issuance fees — ) — — ) Net cash used in financing activities — ) — — ) Effect of changes in exchange rates on cash and cash equivalents — ) — — ) Net (decrease) increase in cash and cash equivalents — ) — ) Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ — $ ) $ $ — $

Description of the Business a34

Description of the Business and Basis of Presentation (Details) $ in Thousands	Jul. 12, 2012USD ($)	Sep. 30, 2016USD ($)segmentitem	Dec. 31, 2015USD ($)
Description of the business and basis of presentation
Number of industries in which the entity and its subsidiaries conduct business | item		1
Number of reportable segments | segment		2
Aggregate principal amount | $	$ 300,000	$ 1,106,851	$ 1,080,679
Interest rate (as a percent)	11.00%
Percentage ownership of subsidiaries		100.00%
Interpool
Description of the business and basis of presentation
Percentage ownership of subsidiaries	100.00%

Description of the Business a35

Description of the Business and Basis of Presentation - Acquisition (Details) - USD ($) $ in Thousands	Feb. 29, 2016	Sep. 30, 2016	Dec. 31, 2015
Goodwill		$ 256,815	$ 251,907
Interstar
Purchase consideration	$ 5,943
Earn-out provision included in the purchase consideration	1,000
Goodwill	$ 4,908

Leasing Activity (Details)

Leasing Activity (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Future minimum lease revenue
2,016	$ 17,923
2,017	47,289
2,018	12,548
2,019	9,443
2,020	4,408
Thereafter	984
Total	92,595
Total Lease Receivables
2,016	1,068
2,017	10,926
2,018	672
2,019	290
2,020	216
Thereafter	70
Total	13,242	$ 14,330
Unearned Lease Income
2,016	335
2,017	674
2,018	182
2,019	64
2,020	27
Thereafter	4
Total	1,286	1,533
Net Lease Receivables
2,016	733
2,017	10,252
2,018	490
2,019	226
2,020	189
Thereafter	66
Total	11,956	12,797
Guaranteed and unguaranteed residual values	$ 8,656	$ 8,673

Leasing Equipment (Details)

Leasing Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Leasing Equipment
Total leasing equipment	$ 1,884,442		$ 1,884,442		$ 1,888,940
Less accumulated depreciation	(477,323)		(477,323)		(452,962)
Leasing equipment, net of accumulated depreciation	1,407,119		1,407,119		1,435,978
Impairment of leasing equipment	2,007	$ 1,693	9,980	$ 5,695
Assets recorded under capital leases
Leasing equipment under capital leases	82,195		82,195		121,817
Accumulated depreciation under capital leases	$ 31,730		$ 31,730		$ 46,304

Capitalized Software Developm38

Capitalized Software Development Costs (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Capitalized Software Development Costs
Capitalized software development costs	$ 20,461	$ 9,675
Estimated useful life of software	7 years

Borrowings (Details)

Borrowings (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Jul. 12, 2012
Borrowings
Debt Instrument	$ 1,106,851		$ 1,080,679	$ 300,000
Debt Issuance Cost	14,466		18,350
Less current maturities	(32,825)		(41,396)
Long-term debt, less current maturities	$ 1,074,026		$ 1,039,283
Interest rate (as a percent)				11.00%
Weighted average interest rate (as a percent)	4.20%	5.58%	5.37%
ABL Facility
Borrowings
Debt Instrument	$ 994,000		$ 867,000
Debt Issuance Cost	13,438		15,585
Senior Secured 11% Notes
Borrowings
Debt Instrument	70,000		150,000
Debt Issuance Cost	$ 1,011		2,746
Interest rate (as a percent)	11.00%
Loans Payable CIMC
Borrowings
Debt Instrument	$ 12,636		14,519
Debt Issuance Cost	15		16
Capital lease obligations
Borrowings
Debt Instrument	30,215		49,160
Debt Issuance Cost	$ 2		$ 3

Borrowings - Debts (Details)

Borrowings - Debts (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2016USD ($)	Aug. 15, 2016USD ($)	Jan. 14, 2016USD ($)$ / sharesshares	Sep. 30, 2016USD ($)	Mar. 07, 2016USD ($)	Feb. 29, 2016item
Senior secured notes
Borrowings
Aggregate principal amount of issuance					$ 485,000
Senior secured notes | Selling, general and administrative expenses
Borrowings
Debt offering expenses	$ 1,603			$ 1,603
Deferred financing fees	1,603			1,603
Senior Secured 11% Notes
Borrowings
Debt offering expenses		$ 1,206
Principal amount of notes to be redeemed		$ 80,000
Redemption price		105.50%
Amount paid for notes redeemed		$ 84,400
Premium amount paid		4,400
Deferred financing fees		1,206
Redemption of outstanding amount	$ 70,000			$ 70,000
ABL Facility
Borrowings
Borrowings		$ 80,000	$ 51,000
ABL Facility | LIBOR
Borrowings
Maturity of reference rate for variable interest		1 month
One month LIBOR interest rate (as a percent)		2.00%
Interpool | ABL Facility
Borrowings
Repurchase amount			$ 51,000
Number of shares repurchased and retired | shares			62
Common shares, par value (in dollars per share) | $ / shares			$ 0.01
Interest rate swap
Borrowings
Number of interest rate swap agreements | item						3
Interest rate swap | LIBOR
Borrowings
Maturity of reference rate for variable interest				1 month
One month LIBOR interest rate (as a percent)	0.5311%			0.5311%

Derivatives and Hedging Activ41

Derivatives and Hedging Activities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Feb. 05, 2016	Feb. 04, 2016	Jan. 10, 2013
Derivative and Hedging Activities
Variable rate debt hedged			$ 300,000
Forward Contracts
Derivative and Hedging Activities
Variable rate debt hedged			300,000
Swap
Derivative and Hedging Activities
Variable rate debt hedged			$ 300,000
Interest rate swap
Derivative and Hedging Activities
Variable rate debt hedged				$ 300,000
Fixed interest rate payable (as a percent)			1.063%	0.756%
Interest rate swap | LIBOR
Derivative and Hedging Activities
Variable rate debt hedged		$ 100,000	$ 50,000
Fixed interest rate payable (as a percent)		1.1175%	1.2985%
Maturity of reference rate for variable interest	1 month
One month LIBOR interest rate (as a percent)	0.5311%

Derivatives and Hedging Activ42

Derivatives and Hedging Activities - Interest Rate Derivatives (Details) - Interest rate swap - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015	Feb. 05, 2016	Feb. 04, 2016	Jan. 10, 2013
Derivative and Hedging Activities
Notional Amount	$ 450,000	$ 300,000
Fixed Leg Interest Rate (as a percent)				1.063%	0.756%
Weighted-Average Fixed Leg Interest Rate (as a percent)	0.8704%	0.756%
Weighted-Average Remaining Term	1 year 11 months 19 days	1 year 6 months 11 days
LIBOR
Derivative and Hedging Activities
Floating Rate, maturity	1 month
Fixed Leg Interest Rate (as a percent)			1.1175%	1.2985%
Designated as hedge | Derivative Maturing in Aug-2017 with 0.756% | Cash flow hedge
Derivative and Hedging Activities
Notional Amount	$ 300,000
Fixed Leg Interest Rate (as a percent)	0.756%
Designated as hedge | Derivative Maturing in Aug-2017 with 0.756% | Cash flow hedge | Accrued expenses and other liabilities
Derivative and Hedging Activities
Fair Value	$ (236)
Designated as hedge | Derivative Maturing in Aug-2017 with 0.756% | Cash flow hedge | LIBOR
Derivative and Hedging Activities
Floating Rate, maturity	1 month
Designated as hedge | Derivative Maturing in Dec-2020 with 1.063% | Cash flow hedge
Derivative and Hedging Activities
Notional Amount	$ 50,000
Fixed Leg Interest Rate (as a percent)	1.063%
Designated as hedge | Derivative Maturing in Dec-2020 with 1.063% | Cash flow hedge | Accrued expenses and other liabilities
Derivative and Hedging Activities
Fair Value	$ (297)
Designated as hedge | Derivative Maturing in Dec-2020 with 1.063% | Cash flow hedge | LIBOR
Derivative and Hedging Activities
Floating Rate, maturity	1 month
Designated as hedge | Derivative Maturing in Dec-2020 with 1.1175% | Cash flow hedge
Derivative and Hedging Activities
Notional Amount	$ 100,000
Fixed Leg Interest Rate (as a percent)	1.1175%
Designated as hedge | Derivative Maturing in Dec-2020 with 1.1175% | Cash flow hedge | Accrued expenses and other liabilities
Derivative and Hedging Activities
Fair Value	$ (808)
Designated as hedge | Derivative Maturing in Dec-2020 with 1.1175% | Cash flow hedge | LIBOR
Derivative and Hedging Activities
Floating Rate, maturity	1 month
Designated as hedge | Derivative Maturing in Dec-2020 with 1.2985% | Cash flow hedge
Derivative and Hedging Activities
Notional Amount	$ 300,000
Fixed Leg Interest Rate (as a percent)	1.2985%
Designated as hedge | Derivative Maturing in Dec-2020 with 1.2985% | Cash flow hedge | Accrued expenses and other liabilities
Derivative and Hedging Activities
Fair Value	$ (2,704)
Designated as hedge | Derivative Maturing in Dec-2020 with 1.2985% | Cash flow hedge | LIBOR
Derivative and Hedging Activities
Floating Rate, maturity	1 month

Derivatives and Hedging Activ43

Derivatives and Hedging Activities - Net of Tax Effect of Cash Flow Hedge (Details) - Interest rate swap - Designated as hedge - Cash flow hedge - Interest expenses - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net of tax effect of cash flow hedge derivative instruments
Change in Unrealized Loss Recognized in OCI on Derivatives, Effective Portion	$ 1,364	$ (792)	$ (3,463)	$ (2,425)
Loss Reclassified from OCI into Income, Effective Portion	2,709	3,289	8,437	10,223
(Gain) Loss Recognized Directly in Income on Derivative, Ineffective Portion		208	251	166
Net settlements of interest rate derivative, net of tax of ($180), ($171), ($522) and ($519), respectively	280	264	808	802
Net settlements of interest rate derivative, tax	(180)	(171)	(522)	(519)
Amortization of terminated derivatives, net of tax of ($1,569), ($1,956), ($4,935) and ($6,086), respectively	2,429	3,025	7,629	9,421
Amortization of terminated derivatives, tax	$ (1,569)	$ (1,956)	$ (4,935)	$ (6,086)

Derivatives and Hedging Activ44

Derivatives and Hedging Activities - Deferred (Gains) and Losses Terminated Interest Rate (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Feb. 04, 2016	Jan. 10, 2013
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, net of tax			$ 645
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, tax			417
Deferred losses on the Company's terminated derivatives expected to be amortized over the next twelve months, net of tax			8,609
Deferred losses on the Company's terminated derivatives expected to be amortized over the next twelve months, tax			5,565
Interest rate swap
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Fixed Rate %					1.063%	0.756%
Interest rate swap | Designated as hedge | Cash flow hedge
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Deferred Loss Upon Termination	$ 72,587		72,587
Un-amortized Deferred (Gain) or Loss	15,335		15,335
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	3,998	$ 4,981	12,564	$ 15,507
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			14,174
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.299%, original maturity of Oct-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 60,852		$ 60,852
Fixed Rate %	5.299%		5.299%
Deferred Loss Upon Termination	$ 1,853		$ 1,853
Un-amortized Deferred (Gain) or Loss	(1)		(1)
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	(2)	(1)	(5)	(1)
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			(1)
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.307%, original maturity of Jul-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 200,000		$ 200,000
Fixed Rate %	5.307%		5.307%
Deferred Loss Upon Termination	$ 6,412		$ 6,412
Un-amortized Deferred (Gain) or Loss	(6)		(6)
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	(4)	(2)	(11)	(2)
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			(6)
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.436%, original maturity of Oct-2017, one
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 480,088		$ 480,088
Fixed Rate %	5.436%		5.436%
Deferred Loss Upon Termination	$ 1,711		$ 1,711
Un-amortized Deferred (Gain) or Loss	506		506
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	136	167	398	508
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			467
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.436%, original maturity of Oct-2017, two
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 480,088		$ 480,088
Fixed Rate %	5.436%		5.436%
Deferred Loss Upon Termination	$ 1,526		$ 1,526
Un-amortized Deferred (Gain) or Loss	305		305
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	112	188	377	530
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			291
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.305%, original maturity of Oct-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 58,238		$ 58,238
Fixed Rate %	4.305%		4.305%
Deferred Loss Upon Termination	$ 862		$ 862
Un-amortized Deferred (Gain) or Loss	(8)		(8)
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	(12)	(14)	(37)	(44)
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			(8)
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.365%, original maturity of Jul-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 193,333		$ 193,333
Fixed Rate %	4.365%		4.365%
Deferred Loss Upon Termination	$ 3,265		$ 3,265
Un-amortized Deferred (Gain) or Loss	(38)		(38)
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	(25)	(49)	(96)	(163)
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			(38)
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 3.989%, original maturity of Oct-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 53,286		$ 53,286
Fixed Rate %	3.989%		3.989%
Deferred Loss Upon Termination	$ 2,048		$ 2,048
Un-amortized Deferred (Gain) or Loss	32		32
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	51	80	171	259
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			32
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.033%, original maturity of Jul-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 181,667		$ 181,667
Fixed Rate %	4.033%		4.033%
Deferred Loss Upon Termination	$ 8,538		$ 8,538
Un-amortized Deferred (Gain) or Loss	175		175
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	125	306	491	1,069
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			175
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.174%, original maturity of Oct-2017
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense
Original Maximum Notional Amount	$ 427,407		$ 427,407
Fixed Rate %	5.174%		5.174%
Deferred Loss Upon Termination	$ 46,372		$ 46,372
Un-amortized Deferred (Gain) or Loss	14,370		14,370
Amount of Deferred (Gain)Loss Amortized (including Accelerated Amortization) Into Interest Expense	$ 3,617	$ 4,306	11,276	$ 13,351
Amount of Deferred (Gain) Loss Expected to be Amortized Over the Next Twelve Months			$ 13,262

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2016USD ($)tier
Purchase Commitments
Number of tires committed to purchase from an affiliate of acquired company | tier		45,000
Period for purchase of tires under purchase commitment (in years)		5 years
Total purchase commitment	$ 24,292	$ 24,292
Purchase commitment for remainder of 2016	1,783	1,783
Purchase commitments, Due in 2017	5,919	5,919
Purchase commitments, Due in 2018	5,530	5,530
Purchase commitments, Due in 2019	5,530	5,530
Purchase commitments, Due in 2020	5,530	5,530
Lease Commitments
Minimum rental commitment under operating leases	43,467	43,467
Equipment Leased
Purchase Commitments
Commitments for capital expenditures for leasing equipment	33,860	33,860
Capital expenditure commitment for remainder of 2016	16,806	16,806
Capital expenditure commitment in 2017	8,565	8,565
Capital expenditure commitment in 2018	6,563	6,563
Capital expenditure commitment in 2019	$ 1,926	$ 1,926
Refurbishment of chassis
Purchase Commitments
Maximum period available to cancel purchase order	90 days
Payments to be made on cancellation of order	$ 3,355

Commitments and Contingencies46

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands	Apr. 13, 2016	Sep. 30, 2016
SCT Chassis, Inc. | Interpool
Stock Buyback Program
Percentage of shares to be repurchased	25.00%
Purchase price (in dollars per share)		$ 10.72
Estimated repurchase amount		$ 3,294
ILWU Roadability Program
Other commitments
Invoices received		$ 5,000

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Taxes
Provision for income taxes	$ 1,666	$ 737	$ 7,149	$ 13,171
Effective tax rate (as a percent)	32.60%	147.00%	38.00%	41.40%
Net gain/(loss)	$ 5,107	$ (501)	$ 18,835	$ 31,805

Accumulated Other Comprehensi48

Accumulated Other Comprehensive Loss - Components of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Changes in accumulated other comprehensive loss by component:
Balance at the beginning of the period			$ (18,103)
Current-period other comprehensive (loss) income	$ 4,048	$ 2,135	5,085	$ 7,079
Balance at the end of the period	(13,018)		(13,018)
Unrealized Gain (Loss) on Derivative Instruments
Changes in accumulated other comprehensive loss by component:
Balance at the beginning of the period			198
Current-period other comprehensive (loss) income			(2,655)
Balance at the end of the period	(2,457)		(2,457)
Net Derivative Loss to be Reclassified into Earnings
Changes in accumulated other comprehensive loss by component:
Balance at the beginning of the period			(16,944)
Current-period other comprehensive (loss) income			7,629
Balance at the end of the period	(9,315)		(9,315)
Foreign Currency Translation
Changes in accumulated other comprehensive loss by component:
Balance at the beginning of the period			(1,357)
Current-period other comprehensive (loss) income			111
Balance at the end of the period	$ (1,246)		$ (1,246)

Accumulated Other Comprehensi49

Accumulated Other Comprehensive Loss - Effects of Reclassifications Out of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement Total
Interest expense	$ 15,424	$ 19,715	$ 48,642	$ 63,318
Benefit for income taxes	1,666	737	7,149	13,171
Net loss reclassified out of AOCI	(3,441)	1,238	(11,686)	(18,634)
AOCI reclassifications | Net Derivative Loss to be Reclassified into Earnings
Income Statement Total
Interest expense	3,998	4,981	12,564	15,507
Benefit for income taxes	(1,569)	(1,956)	(4,935)	(6,086)
Net loss reclassified out of AOCI	$ 2,429	$ 3,025	$ 7,629	$ 9,421

Share-Based Payment (Details)

Share-Based Payment (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 01, 2016	May 13, 2016	Apr. 13, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share-based payments, additional information
Additional compensation expense due to liability award						$ 312
Members' interest reclassified to share repurchase liability				$ 641		641
Share repurchase liability			$ 953	$ 871		871
Additional compensation expense due to redeemable share						744
Reclassification of members' interest to redeemable share						1,859
Estimated redemption value of redeemable indirect parent shares						$ 775
Redeemable shares			3,378	2,423		2,423
Unrecognized compensation expense				$ 658		$ 658
Remaining weighted-average vesting period over which the total unrecognized compensation cost is expected to be recognized						2 years 4 months 24 days
Selling, general and administrative expenses
Share-based payments, additional information
Share-based compensation expense				$ 95	$ 117	$ 1,264	$ 466
Interpool
Share-based payments, additional information
Decrease in redeemable indirect parent shares held by management		$ 845
Decrease in Share repurchase liability		$ 215
Interpool | Stock Buyback Program
Share-based payments, additional information
Stock buyback program (as a percent)			25.00%
Stock repurchase program		94,527
Value of stock repurchase		$ 1,060
Restricted shares | SCT Chassis, Inc.
Shares
Non-vested at the beginning of the period (in shares)						102,170
Granted (in shares)	35,682					35,682
Vested (in shares)						(52,724)
Non-vested at the end of the period (in shares)				85,128		85,128
Weighted-Average Grant Date Fair Value per share
Non-vested at the beginning of the period (in dollars per share)						$ 8.79
Granted (in dollars per share)	$ 11.21					11.21
Vested (in dollars per share)						7.97
Non-vested at the end of the period (in dollars per share)				$ 10.31		$ 10.31
Fair Value of Shares at Grant Date
Non-vested at the beginning of the period (in dollars)						$ 898
Granted (in dollars)	$ 400					400
Vested (in dollars)						(420)
Non-vested at the end of the period (in dollars)				$ 878		$ 878

Share-Based Payment - Share Rep

Share-Based Payment - Share Repurchases (Details) - SCT Chassis, Inc. - Interpool $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)shares
Share repurchases
Number of shares repurchased by Interpool | shares	32,547
Cost of shares repurchased by Interpool | $	$ 306

Segment and Geographic Inform52

Segment and Geographic Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)segment	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Segment and Geographic Information
Number of operating segments | segment			2
Number of reportable segments | segment			2
Segment information
Total revenues	$ 170,850	$ 177,199	$ 502,868	$ 523,567
Adjusted EBITDA	47,132	55,789	144,221	173,137
Depreciation expense	18,508	18,017	56,118	53,832
Net investment in direct finance leases	11,956		11,956		$ 12,797
Leasing equipment	1,407,119		1,407,119		$ 1,435,978
Operating segments
Segment information
Total revenues	170,850	177,199	502,868	523,567
Adjusted EBITDA	47,132	55,789	144,221	173,137
Depreciation expense	18,508	18,017	56,118	53,832
Net investment in direct finance leases	11,956	13,689	11,956	13,689
Leasing equipment	1,407,119	1,410,132	1,407,119	1,410,132
Capital expenditures for long-lived assets	12,785	24,274	69,894	51,185
Operating segments | Term revenue
Segment information
Total revenues	12,116	13,684	38,198	40,072
Operating segments | Pool revenue
Segment information
Total revenues	144,767	156,331	432,060	460,070
Operating segments | All other revenue
Segment information
Total revenues	13,967	7,184	32,610	23,425
Operating segments | Marine Market segment
Segment information
Total revenues	113,650	127,744	343,803	380,073
Adjusted EBITDA	24,578	36,949	80,858	117,794
Depreciation expense	9,261	9,509	28,071	28,746
Net investment in direct finance leases	11,900	13,526	11,900	13,526
Leasing equipment	726,442	775,401	726,442	775,401
Capital expenditures for long-lived assets	7,453	16,355	38,735	21,793
Operating segments | Marine Market segment | Term revenue
Segment information
Total revenues	8,604	9,656	26,609	28,121
Operating segments | Marine Market segment | Pool revenue
Segment information
Total revenues	102,181	114,915	307,238	340,351
Operating segments | Marine Market segment | All other revenue
Segment information
Total revenues	2,865	3,173	9,956	11,601
Operating segments | Domestic Market segment
Segment information
Total revenues	48,097	47,497	141,076	137,965
Adjusted EBITDA	25,058	26,191	76,712	78,707
Depreciation expense	6,941	6,805	21,412	20,391
Net investment in direct finance leases	56	163	56	163
Leasing equipment	492,650	493,208	492,650	493,208
Capital expenditures for long-lived assets	1,511	5,303	18,637	16,593
Operating segments | Domestic Market segment | Term revenue
Segment information
Total revenues	3,512	4,028	11,589	11,951
Operating segments | Domestic Market segment | Pool revenue
Segment information
Total revenues	42,586	41,416	124,822	119,719
Operating segments | Domestic Market segment | All other revenue
Segment information
Total revenues	1,999	2,053	4,665	6,295
Other
Segment information
Total revenues	9,103	1,958	17,989	5,529
Adjusted EBITDA	(2,504)	(7,351)	(13,349)	(23,364)
Depreciation expense	2,306	1,703	6,635	4,695
Leasing equipment	188,027	141,523	188,027	141,523
Capital expenditures for long-lived assets	3,821	2,616	12,522	12,799
Other | All other revenue
Segment information
Total revenues	$ 9,103	$ 1,958	$ 17,989	$ 5,529

Segment and Geographic Inform53

Segment and Geographic Information - Reconciliations of Adjusted EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reconciliations of Adjusted EBITDA
Net income (loss)	$ 3,441	$ (1,238)	$ 11,686	$ 18,634
Income tax provision	1,666	737	7,149	13,171
Interest expense	15,424	19,715	48,642	63,318
Depreciation expense	18,508	18,017	56,118	53,832
Impairment of leasing equipment	2,007	1,693	9,980	5,695
Loss on modification and extinguishment of debt and capital lease obligations	5,655	16,173	5,655	16,212
Other income, net	(518)	(186)	(1,386)	(961)
Interest income			(100)	(1)
Principal collections on direct finance leases, net of interest earned	736	761	2,206	2,771
Share-based compensation	95	117	1,264	466
Non-recurring professional fees primarily associated with termination of bond offering	118		1,603
Restructuring expense			1,404
Adjusted EBITDA	$ 47,132	$ 55,789	$ 144,221	$ 173,137

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands	Feb. 29, 2016tier	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)tier	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Related party transactions
Number of tires committed to purchase from an affiliate of acquired company | tier				45,000
Period for purchase of tires under purchase commitment (in years)				5 years
Total purchase commitment		$ 24,292		$ 24,292
Purchase commitment for remainder of 2016		1,783		1,783
Purchase commitments, Due in 2017		5,919		5,919
Purchase commitments, Due in 2018		5,530		5,530
Purchase commitments, Due in 2019		5,530		5,530
Purchase commitments, Due in 2020		5,530		5,530
Seacastle Inc.
Related party transactions
Management fees charged to related party		23	$ 31	67	$ 93
Payable to affiliates		22		22
Net receivables from affiliates						$ 584
Florida East Coast Railway
Related party transactions
Revenue from related party		$ 591	$ 589	$ 1,702	$ 1,662
TRAC Interstar
Related party transactions
Number of tires committed to purchase from an affiliate of acquired company | tier	45,000
Period for purchase of tires under purchase commitment (in years)	5 years

Restructuring Charge (Details)

Restructuring Charge (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Restructuring Charge
Restructuring charge	$ 1,404
Accrued restructuring reserve	$ 364

Grow New Jersey Tax Credit (Det

Grow New Jersey Tax Credit (Details) - USD ($) $ in Thousands	Feb. 25, 2016	Jun. 10, 2014	Jan. 31, 2016	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2016
Grow New Jersey Tax Credit
Grow NJ Tax Credit		$ 9,800
Percentage of face value of tax credits to be sold						92.50%
Amount received from third party for sale of tax credits	$ 814
Transfer fee for sale of tax credits to third party	$ 4
Sale of NJ Tax Credit | Accrued expenses and other liabilities
Grow New Jersey Tax Credit
Deferred income				$ 407		$ 407
Sale of NJ Tax Credit | Selling, general and administrative expenses
Grow New Jersey Tax Credit
Grant income recognized				$ 136		403
New Jersey Division of Taxation
Grow New Jersey Tax Credit
Tax credit certificate issued by New Jersey Division of Taxation			$ 8,800
Period for tax credit (in years)			10 years
Tax credits received					$ 880
Tax credits receivable in future for each year						$ 880

Fair Value of Financial Instr57

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Apr. 13, 2016	Dec. 31, 2015
Liability:
Share repurchase liability	$ 871	$ 953
Redeemable indirect parent shares held by management	2,423
Debt
Variable interest rate debt	559,142		$ 584,401
Fixed rate debt	$ 547,709		496,278
Interest rate swap
Derivative instruments
Maximum percentage of principal amount of debt for optional redemption with equity offering proceeds	35.00%
Debt redemption price as percentage of principal amount, for optional redemption with equity offering proceeds	111.00%
Fair Value
Assets:
Derivative instruments			576
Liability:
Derivative instruments	$ 4,045
Recurring | Fair Value
Assets:
Cash and cash equivalents	7,537		3,161
Derivative instruments			576
Liability:
Derivative instruments	4,045
Share repurchase liability	871
Redeemable indirect parent shares held by management	2,423
Recurring | Level 1
Assets:
Cash and cash equivalents	7,537		3,161
Recurring | Level 2
Assets:
Derivative instruments			$ 576
Liability:
Derivative instruments	4,045
Recurring | Level 3
Liability:
Share repurchase liability	871
Redeemable indirect parent shares held by management	$ 2,423

Carrying Amounts and Fair Value

Carrying Amounts and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Jul. 12, 2012
Liability:
Total debt and capital lease obligations	$ (1,106,851)	$ (1,080,679)	$ (300,000)
Fair Value
Assets:
Derivative Instrument		576
Liability:
Derivative Instrument	(4,045)
Total debt and capital lease obligations	(1,118,425)	(1,094,088)
Carrying Amount
Assets:
Derivative Instrument		576
Liability:
Derivative Instrument	(4,045)
Total debt and capital lease obligations	$ (1,106,851)	$ (1,080,679)

Guarantor Financial Informati59

Guarantor Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jul. 05, 2013	Sep. 30, 2016	Aug. 15, 2016	Dec. 31, 2015	Sep. 30, 2015	Aug. 17, 2015	Dec. 31, 2014	Aug. 09, 2012	Jul. 12, 2012
Condensed Consolidating Balance Sheet
Interest rate (as a percent)										11.00%
Percentage ownership of subsidiaries			100.00%
Assets
Cash and cash equivalents	$ 7,537		$ 7,537		$ 3,161	$ 2,299		$ 4,256
Accounts receivable, net	101,092		101,092		110,662
Net investment in direct finance leases	11,956		11,956		12,797
Leasing equipment, net of accumulated depreciation	1,407,119		1,407,119		1,435,978
Goodwill	256,815		256,815		251,907
Affiliate and intercompany receivable	(22)		(22)		584
Investment in subsidiary	309		309		237
Other assets	46,317		46,317		32,170
Total assets	1,831,123		1,831,123		1,847,496
Liabilities and member's interest
Accounts payable, accrued expenses and other liabilities	67,540		67,540		88,933
Deferred income taxes, net	137,891		137,891		127,580
Debt and capital lease obligations less debt issuance costs	1,092,385		1,092,385		1,062,329
Total liabilities	1,297,816		1,297,816		1,278,842
Redeemable indirect parent shares held by management	2,423		2,423
Total member's interest	530,884		530,884		568,654
Total liabilities and member's interest	$ 1,831,123		$ 1,831,123		1,847,496
Senior Secured 11% Notes
Condensed Consolidating Balance Sheet
Interest rate (as a percent)	11.00%		11.00%
Redemption of principal amount							$ 150,000
Principal amount of notes to be redeemed				$ 80,000
Redemption of outstanding amount	$ 70,000		$ 70,000
Senior Secured 11% Notes | Unregistered Original Notes
Condensed Consolidating Balance Sheet
Total principal amount of the Original Notes sold									$ 300,000
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer		100.00%
Eliminations
Assets
Net investment in direct finance leases	(6,683)		(6,683)		(7,667)
Affiliate and intercompany receivable	(496)		(496)		(6)
Intercompany interest receivable	(963)		(963)		(6,188)
Intercompany note receivable	(70,000)		(70,000)		(150,000)
Investment in subsidiary	(538,167)		(538,167)		(574,992)
Total assets	(616,309)		(616,309)		(738,853)
Liabilities and member's interest
Intercompany payable	(496)		(496)		(6)
Intercompany note payable	(70,000)		(70,000)		(150,000)
Intercompany interest payable	(963)		(963)		(6,188)
Intercompany lease payable	(6,683)		(6,683)		(7,667)
Total liabilities	(78,142)		(78,142)		(163,861)
Total member's interest	(538,167)		(538,167)		(574,992)
Total liabilities and member's interest	(616,309)		(616,309)		(738,853)
Issuer Parent | Reportable Legal Entities
Assets
Intercompany interest receivable	963		963		6,188
Intercompany note receivable	70,000		70,000		150,000
Investment in subsidiary	530,884		530,884		568,654
Total assets	601,847		601,847		724,842
Liabilities and member's interest
Accounts payable, accrued expenses and other liabilities	963		963		6,188
Debt and capital lease obligations less debt issuance costs	70,000		70,000		150,000
Total liabilities	70,963		70,963		156,188
Total member's interest	530,884		530,884		568,654
Total liabilities and member's interest	601,847		601,847		724,842
Guarantor Subsidiaries | Reportable Legal Entities
Assets
Cash and cash equivalents	3,138		3,138		91	(411)		2,037
Accounts receivable, net	100,474		100,474		110,039
Net investment in direct finance leases	18,639		18,639		20,464
Leasing equipment, net of accumulated depreciation	1,395,356		1,395,356		1,423,788
Goodwill	256,815		256,815		251,907
Affiliate and intercompany receivable	474		474		590
Investment in subsidiary	7,592		7,592		6,575
Other assets	46,061		46,061		31,911
Total assets	1,828,549		1,828,549		1,845,365
Liabilities and member's interest
Accounts payable, accrued expenses and other liabilities	66,417		66,417		82,598
Intercompany note payable	70,000		70,000		150,000
Intercompany interest payable	963		963		6,188
Deferred income taxes, net	135,477		135,477		125,596
Debt and capital lease obligations less debt issuance costs	1,022,385		1,022,385		912,329
Total liabilities	1,295,242		1,295,242		1,276,711
Redeemable indirect parent shares held by management	2,423		2,423
Total member's interest	530,884		530,884		568,654
Total liabilities and member's interest	1,828,549		1,828,549		1,845,365
Non-Guarantor Subsidiaries | Reportable Legal Entities
Assets
Cash and cash equivalents	4,399		4,399		3,070	$ 2,710		$ 2,219
Accounts receivable, net	618		618		623
Leasing equipment, net of accumulated depreciation	11,763		11,763		12,190
Other assets	256		256		259
Total assets	17,036		17,036		16,142
Liabilities and member's interest
Accounts payable, accrued expenses and other liabilities	160		160		147
Intercompany payable	496		496		6
Intercompany lease payable	6,683		6,683		7,667
Deferred income taxes, net	2,414		2,414		1,984
Total liabilities	9,753		9,753		9,804
Total member's interest	7,283		7,283		6,338
Total liabilities and member's interest	$ 17,036		$ 17,036		$ 16,142

Guarantor Financial Informati60

Guarantor Financial Information - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	$ 170,850	$ 177,199	$ 502,868	$ 523,567
Direct operating expenses	95,399	98,679	284,408	283,599
Selling, general and administrative expenses	21,746	23,741	72,263	68,029
Depreciation expense	18,508	18,017	56,118	53,832
Provision for doubtful accounts	7,522	(28)	7,049	2,143
Impairment of leasing equipment	2,007	1,693	9,980	5,695
Restructuring expense			1,404
Loss on modification and extinguishment of debt and capital lease obligations	5,655	16,173	5,655	16,212
Interest expense	15,424	19,715	48,642	63,318
Interest income			(100)	(1)
Other income, net	(518)	(290)	(1,386)	(1,065)
Total expenses	165,743	177,700	484,033	491,762
Income before provision for income taxes	5,107	(501)	18,835	31,805
Provision for income taxes	1,666	737	7,149	13,171
Net income (loss)	3,441	(1,238)	11,686	18,634
Unrealized gain (loss) on derivative instruments, net of tax of ($1,064) and $341 and $1,715 and $1,053, respectively	1,644	(528)	(2,655)	(1,623)
Derivative loss reclassified into earnings, net of tax of ($1,569) and ($1956) and ($4,935) and ($6,086), respectively	2,429	3,025	7,629	9,421
Foreign currency translation gain (loss), net of tax of $18 and $235 and ($191) and $440, respectively	(25)	(362)	111	(719)
Total other comprehensive income, net of tax	4,048	2,135	5,085	7,079
Total comprehensive income	7,489	897	16,771	25,713
Consolidated Statements of Comprehensive Income (Parenthetical)
Unrealized loss on derivative instruments, tax	(1,064)	341	1,715	1,053
Derivative loss reclassified into earnings, tax	(1,569)	(1,956)	(4,935)	(6,086)
Foreign currency translation, tax	18	235	(191)	440
Eliminations
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	(48)	(58)	(152)	(182)
Interest expense	(3,073)	(6,200)	(11,427)	(22,824)
Interest income	3,025	6,142	11,275	22,642
Equity in earnings of subsidiary	3,772	(950)	12,630	19,548
Total expenses	3,724	(1,008)	12,478	19,366
Income before provision for income taxes	(3,772)	950	(12,630)	(19,548)
Net income (loss)	(3,772)	950	(12,630)	(19,548)
Total comprehensive income	(3,772)	950	(12,630)	(19,548)
Issuer Parent | Reportable Legal Entities
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Interest expense	3,025	6,142	11,275	22,642
Interest income	(3,025)	(6,142)	(11,275)	(22,642)
Equity in earnings of subsidiary	(3,441)	1,238	(11,686)	(18,634)
Total expenses	(3,441)	1,238	(11,686)	(18,634)
Income before provision for income taxes	3,441	(1,238)	11,686	18,634
Net income (loss)	3,441	(1,238)	11,686	18,634
Total comprehensive income	3,441	(1,238)	11,686	18,634
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	170,089	176,450	500,619	521,354
Direct operating expenses	95,388	98,668	284,375	283,567
Selling, general and administrative expenses	21,614	23,559	71,852	67,562
Depreciation expense	18,366	17,874	55,691	53,403
Provision for doubtful accounts	7,522	(28)	7,049	2,143
Impairment of leasing equipment	2,007	1,693	9,980	5,695
Restructuring expense			1,404
Loss on modification and extinguishment of debt and capital lease obligations	5,655	16,173	5,655	16,212
Interest expense	15,423	19,714	48,640	63,316
Interest income			(100)	(1)
Equity in earnings of subsidiary	(331)	(288)	(944)	(914)
Other income, net	(518)	(289)	(1,386)	(1,058)
Total expenses	165,126	177,076	482,216	489,925
Income before provision for income taxes	4,963	(626)	18,403	31,429
Provision for income taxes	1,522	612	6,717	12,795
Net income (loss)	3,441	(1,238)	11,686	18,634
Unrealized gain (loss) on derivative instruments, net of tax of ($1,064) and $341 and $1,715 and $1,053, respectively	1,644	(528)	(2,655)	(1,623)
Derivative loss reclassified into earnings, net of tax of ($1,569) and ($1956) and ($4,935) and ($6,086), respectively	2,429	3,025	7,629	9,421
Foreign currency translation gain (loss), net of tax of $18 and $235 and ($191) and $440, respectively	(25)	(362)	111	(719)
Total other comprehensive income, net of tax	4,048	2,135	5,085	7,079
Total comprehensive income	7,489	897	16,771	25,713
Non-Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	809	807	2,401	2,395
Direct operating expenses	11	11	33	32
Selling, general and administrative expenses	132	182	411	467
Depreciation expense	142	143	427	429
Interest expense	49	59	154	184
Other income, net		(1)		(7)
Total expenses	334	394	1,025	1,105
Income before provision for income taxes	475	413	1,376	1,290
Provision for income taxes	144	125	432	376
Net income (loss)	331	288	944	914
Total comprehensive income	$ 331	$ 288	$ 944	$ 914

Guarantor Financial Informati61

Guarantor Financial Information - Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			$ 104,572	$ 127,052
Investing activities:
Proceeds from sale of leasing equipment			3,545	9,530
Principal collections on direct finance leases, net of interest earned	$ 736	$ 761	2,206	2,771
Business acquisition			(4,791)
Investment in direct finance leases			(1,234)
Purchase of leasing equipment			(56,138)	(38,386)
Purchase of fixed assets			(12,522)	(12,799)
Proceeds from sale of other assets				2,300
Other investing activities				(244)
Net cash used in investing activities			(68,934)	(36,828)
Financing activities:
Proceeds from long-term debt			243,000	256,250
Repayments of long-term debt			(217,111)	(334,622)
Premium paid for redemption of Notes			(4,400)	(12,375)
Cash paid for debt issuance fees			(306)	(748)
Repurchase of indirect parent shares from employees			(1,366)
Dividend paid, net of dividend received			(51,145)
Net cash used in financing activities			(31,328)	(91,495)
Effect of changes in exchange rates on cash and cash equivalents			66	(686)
Net increase (decrease) in cash and cash equivalents			4,376	(1,957)
Cash and cash equivalents, beginning of year			3,161	4,256
Cash and cash equivalents, end of period	7,537	2,299	7,537	2,299
Eliminations
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			1,136	1,134
Investing activities:
Principal collections on direct finance leases, net of interest earned			(1,136)	(1,134)
Sales of Interpool shares			(51,185)
Net cash used in investing activities			(52,321)	(1,134)
Financing activities:
Proceeds from long-term debt			(80,000)
Repayments of long-term debt			80,000
Repurchase of interpool shares			51,185
Net cash used in financing activities			51,185
Issuer Parent | Reportable Legal Entities
Investing activities:
Sales of Interpool shares			51,185
Net cash used in investing activities			51,185
Financing activities:
Proceeds from long-term debt			80,000
Repayments of long-term debt			(80,000)
Dividend paid, net of dividend received			(51,185)
Net cash used in financing activities			(51,185)
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			102,107	125,427
Investing activities:
Proceeds from sale of leasing equipment			3,545	9,530
Principal collections on direct finance leases, net of interest earned			3,342	3,905
Business acquisition			(4,791)
Investment in direct finance leases			(1,234)
Purchase of leasing equipment			(56,138)	(38,386)
Purchase of fixed assets			(12,522)	(12,799)
Proceeds from sale of other assets				2,300
Other investing activities				(244)
Net cash used in investing activities			(67,798)	(35,694)
Financing activities:
Proceeds from long-term debt			243,000	256,250
Repayments of long-term debt			(217,111)	(334,622)
Premium paid for redemption of Notes			(4,400)	(12,375)
Cash paid for debt issuance fees			(306)	(748)
Repurchase of indirect parent shares from employees			(1,366)
Dividend paid, net of dividend received			40
Repurchase of interpool shares			(51,185)
Net cash used in financing activities			(31,328)	(91,495)
Effect of changes in exchange rates on cash and cash equivalents			66	(686)
Net increase (decrease) in cash and cash equivalents			3,047	(2,448)
Cash and cash equivalents, beginning of year			91	2,037
Cash and cash equivalents, end of period	3,138	(411)	3,138	(411)
Non-Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			1,329	491
Financing activities:
Net increase (decrease) in cash and cash equivalents			1,329	491
Cash and cash equivalents, beginning of year			3,070	2,219
Cash and cash equivalents, end of period	$ 4,399	$ 2,710	$ 4,399	$ 2,710

Subsequent Event (Details)

Subsequent Event (Details) - Subsequent Event $ / shares in Units, $ in Thousands	Oct. 28, 2016USD ($)$ / sharesshares	Nov. 30, 2016USD ($)item
Subsequent Event
Number of capital lease purchase options | item		4
Number of early purchase options | item		2
Number of maturing capital leases | item		2
Aggregate purchase price of asset under capital lease | $		$ 11,032
Loss on modification and extinguishment of debt and capital lease obligations | $		$ 126
Restricted Stock Units (RSUs)
Subsequent Event
Granted (in shares) | shares	168,577
Granted (in dollars per share) | $ / shares	$ 8.36
Granted (in dollars) | $	$ 1,409
Lack of marketability discount rate	22.00%