SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
Commission file number 1-11862
INTERPOOL, INC.
(Exact name of registrant as specified in the charter)
Delaware 13-3467669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
211 College Road East, Princeton, New Jersey 08540
(Address of principal executive office) (Zip Code)
(609) 452-8900
(Registrant's telephone number including area code)
As of May 10, 1996, 17,302,230 shares of common stock, $.001 par value were
outstanding.
Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
for the past 90 days Yes No
INTERPOOL, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I Financial Information:
Introduction to Financial Statements 3
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995 4
Consolidated Statements of Income
For the Three Months ended March 31, 1996 and 1995 5
Consolidated Statements of Cash Flows
For the Three Months ended March 31, 1996 and 1995 6
Consolidated Statements of Stockholders' Equity
For the Three Months ended March 31, 1996 7
Notes to Consolidated Financial Statements 8-9
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Part II Other Information:
Item 5: Other Information 12
Item 6: Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibits 14
PART I FINANCIAL INFORMATION
INTERPOOL, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS
The condensed financial statements of Interpool, Inc. and Subsidiaries
(the "Company") included herein have been prepared by the registrant, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
Annual Report on Form 10-K. These condensed financial statements reflect, in
the opinion of management, all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the results for the
interim periods. The results of operations for such interim periods are not
necessarily indicative of the results for the full year.
INTERPOOL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
March 31, December 31,
1996 1995
ASSETS
Cash and short-term investments $ 29,452 $ 40,208
Marketable securities 23,322 30,453
Accounts and notes receivable, less allowance
of $1,778 and $2,099 26,119 25,785
Net investment in direct financing leases 229,842 202,576
Other receivables, net 16,819 8,831
Leasing equipment, at cost 625,349 609,869
Lessaccumulated depreciation and amortization 91,585 86,249
------ -------
533,764 523,620
Other assets 20,628 20,127
-------- --------
Total assets $879,946 $851,600
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 19,093 $ 18,653
Income taxes
Current 1,000 581
Deferred 8,984 9,517
----- ------
Total income taxes 9,984 10,098
Deferred income 1,619 1,142
Debt and capital lease obligations:
Due within one year 58,273 71,104
Due after one year 532,470 499,998
------- -------
590,743 571,102
------- -------
Minority interest in equity of subsidiaries 568 3,915
Stockholders' equity:
Preferred stock, par value $.001 per share,
239,946 at March 31, 1996 and 324,000 at
December 31, 1995 authorized, none issued - -
5 3/4% Cumulative Convertible Preferred stock,
par value $.001 per share; 760,054 shares
authorized, 758,414 outstanding, liquidation
preference $75,841 at March 31, 1996 and
676,000 shares authorized, 674,360
outstanding, liquidation preference $67,436
at December 31, 1995 1 1
Common stock, par value $.001 per share;
100,000,000 shares authorized, 17,302,230
outstanding 17 17
Paid-in capital 170,152 163,260
Retained earnings 87,564 83,342
Net unrealized gain on marketable securities 205 70
Total stockholders' equity 257,939 246,690
Total liabilities and stockholders'
equity $879,946 $851,600
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets
INTERPOOL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended
March 31,
1996 1995
REVENUES $35,179 $27,695
COSTS AND EXPENSES:
Lease operating and administrative expenses 7,562 7,434
Depreciation and amortization of leasing
equipment 7,937 5,985
Gain on sale of leasing equipment (271) (431)
Interest expense, net 9,853 7,061
Non-recurring charge 2,392 -
------ ------
27,473 20,049
------ ------
Income before taxes 7,706 7,646
Provision for income taxes 1,650 1,225
----- -----
NET INCOME $6,056 $6,421
====== ======
INCOME PER SHARE:
Primary $0.42 $0.37
Fully diluted $0.41 $0.34
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Primary 17,561 17,347
Fully diluted 20,589 20,254
The accompanying notes to consolidated financial statements
are an integral part of these statements.
INTERPOOL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
1996 1995
Cash flows from operating activities:
Net income $ 6,056 $ 6,421
Adjustments to reconcile net income to net cash
provided by operating activities:
Non-recurring charge 2,392 -
Depreciation and amortization 8,119 6,106
Gain on sale of leasing equipment (271) (431)
Collections on direct financing leases 18,080 8,874
Income recognized on direct financing leases (6,964) (4,008)
Provision for uncollectible accounts 212 153
Changes in assets and liabilities:
Accounts and notes receivable (529) 1,048
Other receivables (954) 174
Other assets (748) (1,707)
Accounts payable and accrued expenses (424) 2,065
Income taxes payable (156) 898
Deferred income 477 (156)
Minority interest in equity of subsidiaries 21 127
------ ------
Net cash provided by operating activities 25,311 19,564
------ ------
Cash flows from investing activities:
Acquisition of leasing equipment (20,351) (43,402)
Proceeds from dispositions of leasing equipment 1,893 2,454
Investment in direct financing leases (36,554) (28,523)
Sales and (purchases) of marketable securities 273 (14,013)
-------- --------
Net cash used for investing activities (54,739) (83,484)
Cash flows from financing activities:
Proceeds from issuance of debt 28,553 29,861
Payments of debt and capital lease obligations (8,912) (17,465)
Cash dividends paid (969) -
------- -------
Net cash provided by financing activities 18,672 12,396
-------- --------
Net decrease in cash and short-term investments (10,756) (51,524)
Cash and short-term investments, beginning of period 40,208 69,112
------- -------
Cash and short-term investments, end of period $29,452 $17,588
======= =======
Supplemental schedule of non-cash financing
activities:
Acquisition of subsidiary common and preferred
stock in exchange for Company's 5 3/4% Cumulative
Convertible Preferred Stock $6,892 -
The accompanying notes to consolidated financial statements
are an integral part of these statements.
INTERPOOL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(Dollars and shares in thousands)
(Unaudited)
Shares of Shares of Gain on
Preferred Par Capital Par Paid-In Retained Marketable
Stock Value Stock Value Capital Earnings Securities
-------- ----- -------- ----- ------- -------- ----------
Balance, December 31, 1995 674 $1 17,302 $17 $163,260 $83,342 $ 70
Net income 6,056
Net unrealized gain on
Marketable Securities 135
Trac Lease minority
interest acquisition 84 6,892
Cash dividends declared:
Preferred stock (969)
Common stock (865)
--- -- ------ --- -------- -------- ----
Balance, March 31, 1996 758 $1 17,302 $17 $170,152 $87,564 $205
The accompanying notes to consolidated financial statements
are an integral part of these statements.
INTERPOOL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
Note 1 Nature of operations and basis of consolidation:
A.Nature of operations:
The Company and its subsidiaries conduct business principally in a single
industry segment, the leasing of intermodal dry cargo containers, chassis and
other transportation related equipment. The Company leases its containers
principally to international container shipping lines located throughout the
world. The customers for the Company's chassis are a large number of domestic
companies, many of which are domestic subsidiaries or branches of
international shipping lines. Equipment is purchased directly or acquired
through conditional sales contracts and lease agreements, many of which
qualify as capital leases.
The Company's accounting records are maintained in United States dollars and
the consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States.
B.Basis of consolidation:
The consolidated financial statements include the accounts of the Company and
subsidiaries more than 50% owned. All significant intercompany transactions
have been eliminated.
In connection with the acquisition of subsidiaries in 1988 and 1993, the
excess of fair value of assets acquired over the acquisition cost was
allocated proportionately to certain assets to reduce the value assigned to
those assets. For accounting purposes, this allocation has only been recorded
in the consolidation of the Company and its subsidiaries.
C. Net income per share:
Primary net income per share is computed by deducting preferred dividends and
in 1996 adding the non-recurring charge described in Note 4 to net income to
arrive at income attributable to common stockholders. This amount is then
divided by the weighted average number of shares outstanding during the period
and the dilutive effect of stock options. Shares issuable upon the conversion
of the new 5% cumulative convertible preferred stock and the 5 3/4% convertible
exchangeable subordinated notes have been added to the weighted average shares
outstanding and interest expense net of tax effect on the notes has been added
to net income in the fully diluted earnings per share computation.
D. Reclassifications:
Certain reclassifications have been made to the 1995 amounts in order to
conform to the 1996 presentation.
Note 2 Cash flow information:
For the three months ended March 31, 1996 and 1995, cash paid for interest was
approximately $10,672 and $7,705, respectively. Cash paid for income taxes was
approximately $198 and $375, respectively.
Note 3 Other contingencies and commitments:
At March 31, 1996, the Company had outstanding purchase commitments for
equipment of approximately $40,000.
Under certain of the Company's leasing agreements, the Company, as lessee, may
be obligated to indemnify the lessor for loss, recapture or disallowance of
certain tax benefits arising from the lessor's ownership of the equipment.
The Company is engaged in various legal proceedings from time to time
incidental to the conduct of its business. In the opinion of management, the
Company is adequately insured against the claims relating to such proceedings,
and any ultimate liability arising out of such proceedings will not have a
material adverse effect on the financial condition or results of operations of
the Company.
Note 4 Acquisition of subsidiary minority interest:
On March 15, 1996, pursuant to the terms of an Agreement of Merger between
Trac Lease, Inc. ("Trac Lease") and Trac Lease Merger Corp., a newly formed
wholly owned subsidiary (the "Trac Merger"), the Company issued an aggregate
of 24,390 shares of its 5% Cumulative Convertible Preferred Stock ("Interpool
Preferred Stock") to Thomas P. Birnie and Graham Owen, both officers of Trac
Lease and the aggregate 25,000 shares of Common stock representing 12.5% of
the outstanding common stock of Trac Lease owned by Messrs. Birnie and Owen
were cancelled. Following the Trac Merger, Interpool, Inc. now holds 100% of
the outstanding shares of common stock of Trac Lease. Pursuant to the terms of
the Trac Merger, the Company also issued 59,664 shares of its Interpool
Preferred Stock to The Ivy Group and the 2,500 shares of Trac Preferred Stock
having a stated value of $2,500 plus accrued, cumulative dividends of $2,392
owned by The Ivy Group were cancelled. Following the Trac Merger, no shares of
Trac Lease Preferred Stock remain outstanding.
The Trac Merger was accounted for under the purchase method of accounting. The
cumulative dividends on the Trac Preferred Stock were recorded as a non-
recurring charge in the first quarter of 1996. Such charge had no impact on
net income per share in the first quarter because unpaid dividends on the Trac
Preferred Stock were included in the computation of net income per share in
prior periods.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended March 31, 1996 compared to Three Months Ended March 31,
1995
Revenues
The Company's revenues increased to $35.2 million for the three months ended
March 31, 1996 from $27.7 million in the three months ended March 31, 1995, an
increase of $7.5 million or 27%. The increase is primarily due to increased
leasing revenues generated by an expanded container and chassis fleet size.
Lease Operating and Administrative Expenses
The Company's lease operating and administrative expenses increased to $7.6
million for the three months ended March 31, 1996 from $7.4 million in the
three months ended March 31, 1995, an increase of $.2 million. The increase
was primarily due to higher administrative costs resulting from inflation.
Depreciation and Amortization
The Company's depreciation and amortization expenses increased to $7.9 million
in the three months ended March 31, 1996 from $6.0 million in the three months
ended March 31, 1995, an increase of $1.9 million. The increase was due to an
increased fleet size.
Gain on Sale of Leasing Equipment
The Company's gain on sale of leasing equipment decreased to $.3 million in
the three months ended March 31, 1996 from $.4 million in the three months
ended March 31, 1995.
Interest Expense, Net
The Company's net interest expense increased to $9.8 million in the three
months ended March 31, 1996 from $7.1 million in the three months ended March
31, 1995, an increase of $2.7 million. The issuance of additional debt and
lease financing necessary to fund capital expenditures contributed to the
increased interest expense which was partially offset by the reduction of
interest expense of $.9 million due to the exchange of preferred stock for
subordinated notes consummated in September 1995.
Non-recurring charge
During the first quarter of 1996, Interpool, Inc. acquired the minority
interest in the common stock of its subsidiary, Trac Lease, Inc., and the
outstanding shares of preferred stock of Trac Lease, in exchange for preferred
stock of Interpool. Interpool now owns 100% of the equity of Trac Lease. The
acquisition of Trac Lease preferred stock and its related accrued, cumulative
dividends resulted in a non-recurring, non-cash charge in the amount of $2.4
million. Such charge has no impact on net income per share because the effect
of unpaid dividends was included in the computation of net income per share in
prior periods.
Provision for Income Taxes
The Company's provision for income taxes increased to $1.7 million from $1.2
million due to higher taxable income. The effective tax rate increased to
21.4% in the first quarter of 1996 from 16.0% due to the non-recurring charge
in 1996 which is not deductible for tax purposes.
Net Income
As a result of the factors described above, the Company's net income
decreased to $6.1 million in the three months ended March 31, 1996 from $6.4
million in the three months ended March 31, 1995.
Liquidity and Capital Resources
The Company uses funds from various sources to finance the acquisition of
equipment for lease to customers. The primary funding sources are cash
provided by operations, borrowings, generally from banks, the issuance of
capital lease obligations and the sale of debt securities. In addition, the
Company generates cash from the sale of equipment being retired from the
Company's fleet. In general, the Company seeks to meet debt service
requirements from the leasing revenue generated by its equipment.
The Company generated cash flow from operations of $25.3 million and $19.6
million in the first three months of 1996 and 1995, respectively, and net cash
provided by financing activities was $18.7 million and $12.4 million for the
first three months of 1996 and 1995, respectively. The Company has purchased
the following amounts of equipment: $56.9 million for the three months ended
March 31, 1996 and $71.9 million for the three months ended March 31, 1995.
The Company has a $150.0 million revolving credit facility with a group of
commercial banks; on March 31, 1996, $50.0 million was outstanding. The term
of this facility extends until May 31, 1997 (unless the lender elects to renew
the facility) at which time 25% of the amount then outstanding becomes due
with the remaining 75% of the total facility becoming payable in equal monthly
installments over a five year period. In
addition, as of March 31, 1996, the Company had available lines of credit of
$70.0 million under various facilities, under which $23.9 million was
outstanding. Interest rates under these facilities ranged from 6.2% to 9.0%.
At March 31, 1996, the Company had total debt outstanding of $590.7 million.
Subsequent to March 31, 1996 the Company has continued to incur and repay
debt obligations in connection with financing its equipment leasing activities.
As of March 31, 1996, commitments for capital expenditures totaled
approximately $40.0 million. The Company expects to fund such capital
expenditures from the Company's operations, borrowings under its available
credit facilities and additional funds raised through the sale of its debt
securities in the private and/or public markets.
The Company believes that cash generated by continuing operations, together
with amounts available to be borrowed under existing credit facilities and the
issuance of debt securities in the appropriate markets will be sufficient to
finance the Company's working capital needs for its existing business, planned
capital expenditures and expected debt repayments over the next twelve months.
The Company anticipates that long-term financing will continue to be available
for the purchase of equipment to expand its business in the future. In
addition, from time to time, the Company explores new sources of capital both
at the parent and subsidiary levels.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
As of March 15, 1996, pursuant to the terms of an Agreement of Merger
between Trac Lease and Trac Lease Merger Corp., a newly formed wholly owned
subsidiary (the "Trac Merger"), the Company issued an aggregate of 24,390
shares of its 5% Cumulative Convertible Preferred Stock ("Interpool
Preferred Stock") to Thomas P. Birnie and Graham Owen, both officers of Trac
Lease and the aggregate 25,000 shares of Common stock representing 12.5% of
the outstanding common stock of Trac Lease owned by Messrs. Birnie and Owen
were cancelled. Following the Trac Merger, Interpool, Inc. now holds 100% of
the outstanding shares of common stock of Trac Lease.
As of March 15, 1996, pursuant to the terms of the Trac Merger, the Company
also issued 59,664 shares of its Interpool Preferred Stock to The Ivy Group
and the 2,500 shares of Trac Preferred Stock having a stated value of
$2,500,000 plus accrued, cumulative dividends of $2,392,425 owned by The Ivy
Group were cancelled. Following the Trac Merger, no shares of Trac Lease
Preferred Stock remain outstanding.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 99: (1) Press Release 5/9/86
(b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERPOOL, INC.
Dated: May 13, 1996
Martin Tuchman
Chief Executive Officer
Dated: May 13, 1996
William Geoghan
Controller
INDEX TO EXHIBIT
Filed with Interpool, Inc.
Report on Form 10-Q for the Quarter Ended March 31, 1996
Exhibit No.
99 1) Press Release dated May 9, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERPOOL, INC.
Dated: May 13, 1996 \s\Martin Tuchman
Martin Tuchman
Chief Executive Officer
Dated: May 13, 1996 \s\William Geoghan
William Geoghan
Controller