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 JUNE 30, 2000

Commission file number 1-11862

INTERPOOL, INC.
(Exact name of registrant as specified in the charter)

(609)452-8900
(Registrant’s telephone number including area code)

As of August 8, 2000, 27,421,452 shares of common stock, $.001 par value were outstanding.

Indicate by check X 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 [X]   No [_]

INTERPOOL, INC. AND SUBSIDIARIES

INDEX

PART I – FINANCIAL INFORMATION

INTERPOOL, INC. AND SUBSIDIARIES

FINANCIAL STATEMENTS

     The condensed consolidated 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 consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. These condensed consolidated 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
CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

INTERPOOL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)

The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

INTERPOOL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

INTERPOOL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE SIX MONTHS ENDED JUNE 30, 2000
(dollars and shares in thousands)
(Unaudited)

The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

INTERPOOL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 1 —Nature of operations and accounting policies:

A.  Nature of operations:

     The Company and its subsidiaries conduct business principally in a single industry, the leasing of intermodal dry freight standard containers, chassis and other transportation related equipment. Within this single industry, the Company has two reportable segments: container leasing and domestic intermodal equipment. The container leasing segment specializes in the leasing of intermodal dry freight standard containers, while the domestic intermodal equipment segment specializes in the leasing of intermodal container chassis and other equipment, namely freight rail cars and intermodal trailers. 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.

C.  Net income per share:

     Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding during the period (which is net of treasury shares). Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of stock options have been added to the weighted shares outstanding in the diluted earnings per share computation for the three and six months ended June 30, 1999. For the three and six months ended June 30, 2000, the effect of stock options is antidilutive, thus the common shares issuable has not been added to the weighted shares outstanding.

     A reconciliation of weighted average common shares outstanding to weighted average common shares outstanding assuming dilution follows:

(Dollars in thousands, except per share amounts)

D.  Comprehensive income:

     The tax effect of comprehensive income is as follows:

Note 2 —Cash flow information:

     For the six months ended June 30, 2000 and 1999 cash paid for interest was approximately $36,542 and $32,659, respectively. Cash paid for income taxes was approximately $850 and $1,863, respectively.

Note 3 —Segment and geographic data:

     The Company has two reportable segments: container leasing and domestic intermodal equipment. The container leasing segment specializes in the leasing of intermodal dry freight standard containers, while the domestic intermodal equipment segment specializes in the leasing of intermodal container chassis and other equipment, namely freight rail cars and intermodal trailers. Segments below the quantitative threshold are included in other and specialize in the leasing of microcomputers and other related equipment.

     The accounting policies of the segments are the same as those described in Note 1. The Company evaluates performance based on profit or loss from operations before income taxes and extraordinary items. The Company’s reportable segments are strategic business units that offer different products and services.

Segment Information:

(Dollars in thousands, except per share amounts)

The Company’s shipping line customers utilize international containers in world trade over many varied and changing trade routes. In addition, most large shipping lines have many offices in various countries involved in container operations. The Company’s revenue from international containers is earned while the containers are used in service carrying cargo around the world, while certain other equipment is utilized in the United States. Accordingly, the information about the business of the Company by geographic area is derived from either international sources or from United States sources. Such presentation is consistent with industry practice.

Geographic Information:

Note 4 —Other contingencies and commitments:

     At June 30, 2000, the Company had outstanding purchase commitments for equipment of approximately $91,414.

     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.

(Dollars in thousands, except per share amounts)

Note 5 —Lease securitization program:

     On March 30, 1999, the Company entered into a $250.0 million asset backed note program (the “ABN Program”). The ABN Program involved the sale by the Company of direct finance leases (collateralized by intermodal containers) with a historical net book value of $228,832 (the “Assets”). The Assets were sold to a special purpose entity whose sole business activity is issuing asset backed notes (“ABNs”), supported by the future cash flows of the Assets. Proceeds received by the Company upon selling the Assets were $189,087 of cash and the lowest priority ABN issued in the ABN Program (the “Retained Interest”) with an allocated historical book value of $47,687.

     The transaction was accounted for as a sale by the Company for financial reporting purposes. Accordingly, the Company recorded a pre-tax gain from the sale of $7,942 ($5,742 net of expenses) during the quarter ended March 30, 1999, which is included in revenues in the accompanying consolidated statements of income. The gain represents the difference between (i) the historical basis in the net assets sold and (ii) the cash received plus the allocated historical book value of the Retained Interest. The allocated historical book value of the Retained Interest is determined using the relative amounts of the fair market value of the interests sold to third parties, and the estimated fair market value of Retained Interest.

     The Company classified the Retained Interest as an available for sale security which is included in “Other Investment Securities” in the accompanying consolidated balance sheets. Accordingly, the Retained Interest is accounted for at fair value, with any changes in fair value over its allocated historical book value recorded as a component of other comprehensive income, net of tax, in the statement of changes in shareholders’ equity. As of June 30, 2000, the Company estimated the fair market value of Retained Interest was $37,323 using a discounted cash flow model assuming expected credit losses of 1.5% and a discount rate of 12.6%. During the six months ended June 30, 2000 and 1999, the Company recorded interest income on the Retained Interest totaling $1,984 and $1,075, respectively, which is included in revenues in the accompanying consolidated statements of income.

     Interpool Limited, a subsidiary of the Company (the “Servicer”), acts as servicer for the Assets. Pursuant to the terms of the servicing agreement, the Servicer is paid a fee of 0.40% of the assets under management. The Company’s management has determined that the servicing fee paid approximates the fair value for services provided, as such, no servicing asset or liability has been recorded. For the six months ended June 30, 2000 and 1999, the Company received servicing fees totaling $335 and $148, respectively, which are included in revenues in the accompanying consolidated statements of income.

Note 6 —Pending acquisition of North American Intermodal Division of Transamerica Finance Corporation:

     On July 28, 2000, the Company announced the signing of a definitive agreement with Transamerica Leasing Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V., to acquire the North American intermodal division of Transamerica Leasing. Under the terms of the agreement, the Company will purchase substantially all of the domestic containers, chassis, and trailers of the North American intermodal division and related assets and will assume certain of the liabilities of the business. The Company will pay approximately $675.0 million in cash, with such acquisition being financed through a combination of cash and proceeds from a committed secured financing facility. The transaction is subject to receipt of the financing and Hart Scott Rodino approval and is expected to close before the end of the current fiscal year. The transaction will be recorded using the purchase method of accounting.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     The Company generates revenues through leasing transportation equipment, primarily intermodal dry freight standard containers and container chassis. Most of the Company’s revenues are derived from payments under operating leases and income earned under finance leases, under which the lessee has the right to purchase the equipment at the end of the lease term. In May 1999, the Company’s Microtech subsidiary acquired a 51% interest in Personal Computer Rentals Inc. (PCR), a nationwide lessor of computers and related equipment. As of June 30, 1999, the Company was exploring the separation and spin-off of its Microtech and Poolstat businesses, thus the results for PCR were not included in the June 30, 1999 Form 10-Q. The Company has terminated its efforts to explore the separation and spin-off of its Microtech and Poolstat businesses due to the inability to secure a tax-free determination of the transaction, thus the results for PCR have been included in the consolidated financial statements of the Company commencing with the quarter ended September 30, 1999. For the six months ended June 30, 2000 and 1999 revenues from direct financing leases were $10.7 million (8% of leasing revenues) and $11.1 million (12% of leasing revenues), respectively. For the three months ended June 30, 2000 and 1999 revenues from direct financing leases were $4.8 million (7% of leasing revenues) and $3.1 million (7% of leasing revenues), respectively.

Three months ended June 30, 2000 compared to Three months ended June 30, 1999

Revenues

     The Company’s revenues increased to $66.1 million for the three months ended June 30, 2000, from $44.2 million in the three months ended June 30, 1999, an increase of $21.9 million or 50%. The increase was primarily due to increased operating lease revenues generated by an expanded container and chassis fleet, as well as a $9.8 million increase in leasing revenues as a result of the acquisition of PCR. Utilization rates of the container and chassis operating lease fleet at June 30, 2000 were 99% and 97%, respectively, and at June 30, 1999 were 97% and 92%, respectively.

Lease Operating and Administrative Expenses

     The Company’s lease operating and administrative expenses increased to $21.5 million for the three months ended June 30, 2000 from $11.6 million in the three months ended June 30, 1999, an increase of $9.9 million. The increase was primarily due to $7.2 million of lease operating and administrative expenses as a result of the acquisition of PCR, as well as higher operating and administrative costs resulting from expanded operations generating increased commission, licensing, consulting, bad debt and salary expense.

Depreciation and Amortization of Leasing Equipment

     The Company’s depreciation and amortization expenses increased to $16.3 million in the three months ended June 30, 2000 from $12.9 million in the three months ended June 30, 1999, an increase of $3.4 million. The increase was due to an increased fleet size, as well as $1.3 million of depreciation and amortization as a result of the acquisition of PCR.

Other (Income)/Expense, Net

     The decrease in other (income)/expense, net was due to a decrease in the Company’s net loss on sale of leasing equipment of $.1 million in the three months ended June 30, 2000.

Interest Expense, Net

     The Company’s net interest expense increased to $15.6 million in the three months ended June 30, 2000 from $12.6 million in the three months ended June 30, 1999, an increase of $3.0 million. The increase in net interest expense was due to increased interest expense of $3.3 million, partially offset by increased investment income of $.3 million. The increase in interest expense was primarily due to increased borrowings to fund capital expenditures resulting in incremental interest expense of $2.6 million, as well as increased borrowing costs resulting in incremental interest expense of $.7 million.

Provision for Income Taxes

     The Company’s provision for income taxes increased to $2.0 million from $.9 million primarily due to a higher taxable income, as well as a higher effective tax rate resulting from greater income contribution from the domestic intermodal division.

Net Income

     As a result of the factors described above, the Company’s net income increased to $10.4 million in the three months ended June 30, 2000 from $5.7 million in the three months ended June 30, 1999.

Six months ended June 30, 2000 compared to Six months ended June 30, 1999

Revenues

     The Company’s revenues increased to $127.2 million for the six months ended June 30, 2000, from $100.7 million in the six months ended June 30, 1999, an increase of $26.5 million or 26%. The increase was primarily due to a $17.9 million increase in leasing revenues as a result of the acquisition of PCR, as well as increased operating lease revenues generated by an expanded container and chassis fleet, partially offset by a decrease in finance lease revenues of $.5 million as a result of the March 31, 1999 securitization of approximately $235.5 million of lease receivables, as well as a gain of $7.9 million recognized during the three months ended March 31, 1999, in connection with the above mentioned securitization.

Lease Operating and Administrative Expenses

     The Company’s lease operating and administrative expenses increased to $42.2 million for the six months ended June 30, 2000 from $30.5 million in the six months ended June 30, 1999, an increase of $11.7 million. The increase was primarily due to $13.7 million of lease operating and administrative expenses as a result of the acquisition of PCR, as well as higher operating and administrative costs resulting from expanded operations generating increased commission, licensing, consulting and salary expense, partially offset by additional bad debt reserves for specific losses incurred during the three months ended March 31, 1999, as well as incremental administrative costs incurred in connection with the securitization facility established on March 30,1999.

Depreciation and Amortization of Leasing Equipment

     The Company’s depreciation and amortization expenses increased to $31.7 million in the six months ended June 30, 2000 from $25.6 million in the six months ended June 30, 1999, an increase of $6.1 million. The increase was due to an increased fleet size, as well as $2.4 million of depreciation and amortization as a result of the acquisition of PCR.

Other (Income)/Expense, Net

     The decrease in other (income)/expense, net was due to an increase in the Company’s income from unconsolidated subsidiaries of $.6 million. Additionally, the Company’s net loss on sale of leasing equipment increased $.5 million in the six months ended June 30, 2000.

Interest Expense, Net

     The Company’s net interest expense increased to $29.3 million in the six months ended June 30, 2000 from $27.5 million in the six months ended June 30, 1999, an increase of $1.8 million. The increase in net interest expense was due to increased interest expense of $4.1 million, partially offset by increased investment income of $2.3 million. The increase in interest expense was primarily due to increased borrowings to fund capital expenditures resulting in incremental interest expense of $3.9 million, as well as increased borrowing costs resulting in incremental interest expense of $.2 million.

Provision for Income Taxes

     The Company’s provision for income taxes increased to $3.9 million from $.1.4 million primarily due to a higher taxable income, as well as a higher effective tax rate resulting from greater income contribution from the domestic intermodal division.

Income Before Cumulative Effect of Change in Accounting Principle and Extraordinary Gain

     As a result of the factors described above, the Company’s net income before cumulative effect of charge in accounting principle and extraordinary gain was $19.4 million in the six months ended June 30, 2000 versus net income of $15.0 million in the six months ended June 30, 1999.

Cumulative Effect of Change in Accounting Principle

     The Company recorded the cumulative effect of a change in accounting principle of $.7 million in the three months ended March 31, 2000. This represents a change in the Company’s accounting for its maintenance and repairs expense from an accrual to cash basis, in accordance with a recent Securities and Exchange Commission requirement.

Extraordinary Gain

     The Company recorded an extraordinary gain on the retirement of debt of $.8 million in the three months ended March 31, 2000.

Net Income

     As a result of the factors described above, the Company’s net income increased to $20.9 million in the six months ended June 30, 2000 from $15.0 million in the six months ended June 30, 1999.

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, securitization of lease receivables, the issuance of capital lease obligations and the sale of the Company’s 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 $72.9 million and $77.7 million in the first six months of 2000 and 1999, respectively, and net cash (used for) provided by financing activities was $(16.3) million and $67.1 million for the first six months of 2000 and 1999, respectively. The Company has purchased the following amounts of equipment: $188.2 million for the six months ended June 30, 2000 and $101.4 million for the six months ended June 30, 1999.

     On March 30, 1999, the Company established a securitization facility of $250.0 million. This program provides the Company with a lower cost of capital for its finance lease business and access to an additional source of funding. Included in other investment securities at June 30, 2000, is approximately $37.3 million of retained interests in the securitized lease receivables. At June 30, 2000, $129.3 million of the securitization facility was utilized.

     The Company has a $215.0 million revolving credit facility with a group of commercial banks; on June 30, 2000, $200.0 million was outstanding. In July 2000, this facility was renewed and amended with the term extended to July 31, 2005. The credit limit remains at $215.0 million through July 31, 2003; thereafter the credit limit declines to $193.5 million through July 31, 2004 and $172.0 million through July 31, 2005. In addition, as of June 30, 2000, the Company had available lines of credit of $57.3 million under various facilities, under which $17.4 million was outstanding. Interest rates under these facilities ranged from 7.6% to 7.8%. At June 30, 2000, the Company had total debt outstanding of $983.1 million. Subsequent to June 30, 2000 the Company has continued to incur and repay debt obligations in connection with financing its equipment leasing activities.

     As of June 30, 2000, commitments for capital expenditures totaled approximately $91.4 million. The Company expects to fund such capital expenditures through some combination of cash flow 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 existing short-term credit facilities, the issuance of debt securities in the appropriate markets and the portion of the proceeds remaining from recent debt security sales will be sufficient to finance the Company’s working capital needs for its existing business, planned capital expenditures, investments 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.

     As previously announced, the Company has authorized the repurchase up to 1,000,000 shares of its common stock. The shares can be purchased from time to time through open market purchases or privately negotiated transactions. A total of 158,500 shares were purchased by the Company during the fourth quarter of 1999, for an aggregate purchase price of $1.17 million.

     On July 21, 2000 the Company established a chassis securitization facility of $280.0 million. This facility provides the Company an additional source of funding and will be accounted for as on-balance sheet secured debt financing.

     On July 28, 2000, the Company announced the signing of a definitive agreement with Transamerica Leasing Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V., to acquire the North American intermodal division of Transamerica Leasing. Under the terms of the agreement, the Company will purchase substantially all of the domestic containers, chassis, and trailers of the North American intermodal division and related assets and will assume certain of the liabilities of the business. The Company will pay approximately $675.0 million in cash, with such acquisition being financed through a combination of cash and proceeds from a committed secured financing facility. The transaction is subject to receipt of the financing and Hart Scott Rodino approval and is expected to close before the end of the current fiscal year. The transaction will be recorded using the purchase method of accounting.

     In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. The Statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gain and losses to offset related results on the hedge item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

     Statement 133 is effective for fiscal years beginning after June 15, 2000. A company may also implement the Statement as of the beginning of any fiscal quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and thereafter). Statement 133 cannot be applied retroactively. Statement 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid contracts that were issued, acquired, or substantively modified after December 31, 1997 (and, at the company’s election before January 1, 1998). The Company has not yet quantified the impacts of adopting Statement 133 on its financial statements and has not determined the timing or method of our adoption of Statement 133. However, the Statement could increase volatility in earnings and other comprehensive income.

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

     On May 24, 2000, the Company’s Annual Meeting of Stockholders was held in New York, New York for the purposes of electing two Class I directors for a three year term and to ratify the appointment of Arthur Andersen LLP as the Company’s independent accountants for the 2000 fiscal year. Each of the director nominees, Warren L. Serenbetz and Joseph J. Whalen were elected and the appointment of Arthur Andersen LLP was ratified by an affirmative vote of a majority of the common shares of the Company.

Item 5. Other Information

     None.

Item 6. Exhibits and Reports on Form 8-K

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.

INDEX TO EXHIBITS

Filed with Interpool, Inc.
Report on Form 10-Q for the Quarter Ended June 30, 2000

Exhibit No.