10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2013

Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                      to                     

Commission file number 1-11862

TRAC Intermodal LLC

(Exact name of registrant as specified in the charter)

Delaware	46-0648957
(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)

Indicate by check üwhether 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 requirement for the past 90 days.  Yes  o  No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filed).  Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerate filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o No  x

Explanatory Note

This Form 10-Q/A amends the Quarterly Report on Form 10-Q of TRAC Intermodal LLC for the period ended June 30, 2013 filed on August 9, 2013 (the “Form 10-Q”) for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-Q.

Item 6. Exhibits

Exhibit No.	Description
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document .
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.

* Previously filed August 9, 2013 as an exhibit with the Quarterly Report on Form 10-Q of TRAC Intermodal LLC for the period ended June 30, 2013.

** Filed herewith.

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 there unto duly authorized.

Date:   September 4, 2013
	TRAC INTERMODAL LLC
	Registrant
	By:	/s/ CHRIS ANNESE
	Chris Annese
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Taxes

Income Taxes

10.  Income Taxes

Deferred tax assets and liabilities are recognized for the expected future taxation of events that have been reflected in the Consolidated Financial Statements. Deferred tax assets and liabilities are determined based on the differences between the book values and tax bases of particular assets and liabilities, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any deferred tax assets if, based upon the relevant facts and circumstances, it is more likely than not that some or all of the deferred tax assets will not be realized. U.S. income taxes are generally not provided on undistributed earnings of U.S.-owned foreign subsidiaries as such earnings are permanently invested. The Company’s liability for uncertain tax positions represents open tax return positions and tax assessments received and is reflected in Accrued expenses and other liabilities.

The Company’s chassis leasing business is domiciled in the United States. Therefore, its income is subject to United States taxation.  For the three months ended June 30, 2013, the Company recorded a tax benefit of $821, reflecting a 40.0% effective tax rate. This compares to a tax provision of $26, reflecting a 41.9% effective tax rate for the three months ended June 30, 2012.  For the six months ended June 30, 2013, the Company recorded a tax benefit of $1,136, reflecting a 40.5% effective tax rate. This compares to a tax provision of $1,154, reflecting a 42.5% effective tax rate for the six months ended June 30, 2012.  For all periods presented, the effective tax rate was impacted by Canadian and Mexican tax provisions.

The Company accounts for income taxes in accordance with ASC 740, the Income Taxes Topic of the FASB ASC.  As of June 30, 2013, the Company has $144 of unrecognized tax benefits (comprised of unrecognized tax benefits and associated interest and penalties), all of which, if recognized, would favorably affect the Company’s effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits within its global operations in income tax expense.  The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date.

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Accumulated Other Comprehensive Loss (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement Totals
Interest Expense	$ 22,688	$ 15,820	$ 45,410	$ 31,963
(Benefit) provision for income taxes	(821)	26	(1,136)	1,154
Net income (loss)	1,233	(36)	1,668	(1,561)
AOCI reclassifications | Previously unrealized net losses on terminated derivatives
Income Statement Totals
Interest Expense	5,031		10,248
(Benefit) provision for income taxes	(1,976)		(4,025)
Net income (loss)	$ 3,055		$ 6,223

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Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Equipment leasing revenue	$ 111,967	$ 86,082	$ 219,514	$ 169,302
Finance revenue	808	1,323	1,818	2,698
Other revenue	14,257	8,413	23,599	17,014
Total revenues	127,032	95,818	244,931	189,014
Expenses:
Direct operating expenses	73,193	50,590	134,196	94,909
Selling, general and administrative expenses	13,747	11,847	27,261	23,044
Depreciation expense	17,689	16,477	34,963	33,001
Provision for doubtful accounts	2,551	698	4,707	1,813
Impairment of leasing equipment	431	617	2,564	1,992
Loss on retirement of debt	248	128	895	149
Interest expense	22,688	15,820	45,410	31,963
Interest income	(269)	(6)	(271)	(21)
Other income, net	(1,192)	(415)	(1,990)	(551)
Total expenses	129,086	95,756	247,735	186,299
(Loss) income before (benefit) provision for income taxes	(2,054)	62	(2,804)	2,715
(Benefit) provision for income taxes	(821)	26	(1,136)	1,154
Net (loss) income	$ (1,233)	$ 36	$ (1,668)	$ 1,561

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Leasing Activity

6 Months Ended

Jun. 30, 2013

Leasing Activity

Leasing Activity

3. Leasing Activity

The Company’s term leases are typically “triple net,” requiring the lessee to maintain, insure and pay taxes on the equipment until return, at no cost to the lessor. Typical term lease provisions allocate all risk of loss to the lessee, requiring the lessee to indemnify the lessor against all risks, claims, or causes of actions arising from the leasing, operation, maintenance, repair, possession or control of the equipment. The Company also leases chassis through its network of chassis pools located throughout the United States. The cost of maintaining chassis in these pools is borne by the Company. The lessee is responsible for compliance with all laws and regulations, including all environmental risk. The lessee is further responsible for loss or damage to the equipment, however caused, subject to normal wear or tear. The lessee must defend and hold harmless the lessor in the event of any claims for loss or damage to the equipment, cargo, or third parties occurring while leased. The lease terms that are variable, and can change based on the lease type, are the per diem rates, the length of the lease and the redelivery locations and quantities that may be redelivered to such locations. However, the general governing terms and conditions of the lease remain the same whether the lease is short-term, long-term or a direct finance lease, and whether the lease is for the initial term or a renewal. Multiple contracts with a single lessee are not combined and are accounted for as separate arrangements. The Company had no amounts of contingent rental in any period presented.

Equipment Leasing Revenue

The Company has non-cancelable operating leases for its leasing equipment. At June 30, 2013, future minimum lease revenue under these agreements is estimated as follows:

2013	$	33,967
2014	50,925
2015	31,252
2016	16,070
2017	3,575
Thereafter	5,120
	$	140,909

Finance Revenue

The Company enters into direct finance leases. These leases generally provide that, after a stated lease term, the lessee has the option to purchase the equipment, typically for amounts below the estimated fair market value of the equipment, at the time the purchase option becomes exercisable. Guaranteed and unguaranteed residual values are included in the line item “Net investment in direct finance leases” on the Consolidated Balance Sheets. Under the terms of these leases, the substantive risks and rewards of equipment ownership are passed to the lessee. The lease payments are segregated into principal and interest components similar to a loan. The principal component is equal to the cost or carrying amount of the leased property. The interest component is equal to the gross cash flows charged to the lessee less the principal component. The Company recognizes the interest component, which is calculated using the effective interest method over the term of the lease as finance revenue. The principal component of the lease payment is reflected as a reduction to Net investment in direct finance leases. As of June 30, 2013 and December 31, 2012, the Company had guaranteed and unguaranteed residual values for leasing equipment on direct finance leases of $12,374 and $15,611, respectively.

At June 30, 2013, receivables under these direct finance leases are collectible through 2022 as follows:

	Total Lease Receivables		Unearned Lease Income		Net Lease Receivables
2013	$	3,953	$	1,427	$	2,526
2014	9,319		2,357		6,962
2015	5,127		1,711		3,416
2016	4,229		1,354		2,875
2017	10,729		625		10,104
Thereafter	2,976		785		2,191
	$	36,333	$	8,259	$	28,074

As of December 31, 2012, the Company had total lease receivables, unearned lease income and net lease receivables of $56,802, $16,073 and $40,729, 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, and present certain claims to its insurers of default losses.

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Guarantor Financial Information

6 Months Ended

Jun. 30, 2013

Guarantor Financial Information

Guarantor Financial Information

17. 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 Original Notes. Concurrent with the offering of the Original Notes, the Company entered into a registration rights agreement with investors which required the Company to file a registration statement with the Securities and Exchange Commission to offer exchange notes with terms substantially identical in to the Original Notes within 365 days of closing.   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.

The exchange offer to exchange the Original Notes for notes which have been registered under 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 Original Notes had been validly tendered for exchange.

TRAC Intermodal LLC

Condensed Consolidating Balance Sheet

June 30, 2013

	Company Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	6,227	$	132	$	—		$	6,359
Accounts receivable, net	—		105,180		906		—			106,086
Net investment in direct finance leases	—		38,908		—		(10,834		)	28,074
Leasing equipment, net of accumulated depreciation	—		1,368,837		13,737		—			1,382,574
Fair value of derivative instrument	—		4,610		—		—			4,610
Goodwill	—		251,907		—		—			251,907
Affiliate and intercompany receivable	—		7,037		—		(5,394		)	1,643
Intercompany interest receivable	12,467		—		—		(12,467		)	—
Intercompany note receivable	300,000		—		—		(300,000		)	—
Investment in subsidiary	545,988		2,950		—		(548,938		)	—
Other assets	—		43,023		1,194		—			44,217
Total assets	$	858,455	$	1,828,679	$	15,969	$	(877,633	)	$	1,825,470
Liabilities and member’s interest
Accounts payable, accrued expenses and other liabilities	$	12,467	$	42,584	$	206	$	—		$	55,257
Intercompany payable	—		—		990		(990		)	—
Intercompany note payable	—		300,000		—		(300,000		)	—
Intercompany interest payable	—		12,467		—		(12,467		)	—
Intercompany lease payable	—		—		10,834		(10,834		)	—
Deferred income	—		73		—		—			73
Deferred income taxes	—		76,920		989		—			77,909
Debt and capital lease obligations	300,000		846,243		—		—			1,146,243
Total liabilities	312,467		1,278,287		13,019		(324,291		)	1,279,482
Total member’s interest	545,988		550,392		2,950		(553,342		)	545,988
Total liabilities and member’s interest	$	858,455	$	1,828,679	$	15,969	$	(877,633	)	$	1,825,470

TRAC Intermodal LLC

Condensed Consolidating Statements of Operations

and Comprehensive (Loss) Income

For The Three Months Ended June 30, 2013

	Company Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	126,311		$	800		$	(79	)	$	127,032
Direct operating expenses	—			73,183			10			—			73,193
Selling, general and administrative expenses	—			13,575			172			—			13,747
Depreciation expense	—			17,521			168			—			17,689
Provision for doubtful accounts	—			2,551			—			—			2,551
Impairment of leasing equipment	—			431			—			—			431
Loss on retirement of debt	—			248			—			—			248
Interest expense	8,250			22,687			83			(8,332		)	22,688
Interest income	(8,250		)	(272		)	—			8,253			(269		)
Equity in earnings of subsidiary	1,233			(315		)	—			(918		)	—
Other income, net	—			(1,191		)	(1		)	—			(1,192		)
Total expenses	1,233			128,418			432			(997		)	129,086
(Loss) income before (benefit) provision for income taxes	(1,233		)	(2,107		)	368			918			(2,054		)
(Benefit) provision for income taxes	—			(874		)	53			—			(821		)
Net (loss) income	(1,233		)	(1,233		)	315			918			(1,233		)
Unrealized gain (loss) on derivative instruments, net of tax of ($1,975)	—			3,054			—			—			3,054
Derivative loss reclassified into earnings, net of tax of ($1,976)	—			3,055			—			—			3,055
Foreign currency translation gain (loss), net of tax of $119	—			(178		)	—			—			(178		)
Total other comprehensive income	—			5,931			—			—			5,931
Total comprehensive (loss) income	$	(1,233	)	$	4,698		$	315		$	918		$	4,698

TRAC Intermodal LLC

Condensed Consolidating Statements of Operations

and Comprehensive (Loss) Income

For The Six Months Ended June 30, 2013

	Company Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	243,502		$	1,591		$	(162	)	$	244,931
Direct operating expenses	—			134,175			21			—			134,196
Selling, general and administrative expenses	—			26,846			415			—			27,261
Depreciation expense	—			34,626			337			—			34,963
Provision for doubtful accounts	—			4,707			—			—			4,707
Impairment of leasing equipment	—			2,564			—			—			2,564
Loss on retirement of debt	—			895			—			—			895
Interest expense	16,500			45,408			169			(16,667		)	45,410
Interest income	(16,500		)	(276		)	—			16,505			(271		)
Equity in earnings of subsidiary	1,668			(436		)	—			(1,232		)	—
Other income, net	—			(1,985		)	(5		)	—			(1,990		)
Total expenses	1,668			246,524			937			(1,394		)	247,735
(Loss) income before (benefit) provision for income taxes	(1,668		)	(3,022		)	654			1,232			(2,804		)
(Benefit) provision for income taxes	—			(1,354		)	218			—			(1,136		)
Net (loss) income	(1,668		)	(1,668		)	436			1,232			(1,668		)
Unrealized gain (loss) on derivative instruments, net of tax of ($1,795)	—			2,775			—			—			2,775
Derivative loss reclassified into earnings, net of tax of ($4,025)	—			6,223			—			—			6,223
Foreign currency translation gain (loss), net of tax of $221	—			(333		)	—			—			(333		)
Total other comprehensive income	—			8,665			—			—			8,665
Total comprehensive (loss) income	$	(1,668	)	$	6,997		$	436		$	1,232		$	6,997

TRAC Intermodal LLC

Condensed Consolidating Statement of Cash Flows

For The Six Months Ended June 30, 2013

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	27,485		$	(586	)	$	1,376		$	28,275
Investing activities:
Proceeds from sale of leasing equipment	—		5,036			—			—			5,036
Collections on net investment in direct finance leases, net of interest earned	—		4,237			—			(1,376		)	2,861
Purchase of leasing equipment	—		(88,726		)	—			—			(88,726		)
Purchase of fixed assets	—		(2,339		)	—			—			(2,339		)
Net cash used in investing activities	—		(81,792		)	—			(1,376		)	(83,168		)
Financing activities:
Proceeds from long-term debt	—		86,000			—			—			86,000
Repayment of long-term debt	—		(48,824		)	—			—			(48,824		)
Cash paid for debt issuance fees	—		(1,769		)	—			—			(1,769		)
Repurchase of shares from employees	—		(470		)	—			—			(470		)
Net cash provided by financing activities	—		34,937			—			—			34,937
Effect of changes in exchange rates on cash and cash equivalents	—		(241		)	—			—			(241		)
Net decrease in cash and cash equivalents	—		(19,611		)	(586		)	—			(20,197		)
Cash and cash equivalents, beginning of period	—		25,838			718			—			26,556
Cash and cash equivalents, end of period	$	—	$	6,227		$	132		$	—		$	6,359

TRAC Intermodal LLC

Condensed Consolidating Balance Sheet

December 31, 2012

	Company Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	25,837	$	719	$	—		$	26,556
Accounts receivable, net	—		80,024		596		—			80,620
Net investment in direct finance leases	—		52,310		—		(11,581		)	40,729
Leasing equipment, net of accumulated depreciation	—		1,311,098		14,285		—			1,325,383
Goodwill	—		251,907		—		—			251,907
Affiliate and intercompany receivable	—		7,274		—		(5,578		)	1,696
Intercompany interest receivable	13,017		—		—		(13,017		)	—
Intercompany note receivable	300,000		—		—		(300,000		)	—
Investment in subsidiary	538,907		2,876		—		(541,783		)	—
Other assets	—		40,333		1,239		—			41,572
Total assets	$	851,924	$	1,771,659	$	16,839	$	(871,959	)	$	1,768,463
Liabilities and member’s interest
Accounts payable, accrued expenses and other liabilities	$	13,017	$	34,078	$	220	$	—		$	47,315
Intercompany payable	—		—		1,175		(1,175		)	—
Intercompany note payable	—		300,000		—		(300,000		)	—
Intercompany interest payable	—		13,017		—		(13,017		)	—
Intercompany lease payable	—		—		11,581		(11,581		)	—
Deferred income	—		275		—		—			275
Deferred income taxes	—		72,582		987		—			73,569
Debt and capital lease obligations	300,000		808,397		—		—			1,108,397
Total liabilities	313,017		1,228,349		13,963		(325,773		)	1,229,556
Total member’s interest	538,907		543,310		2,876		(546,186		)	538,907
Total liabilities and member’s interest	$	851,924	$	1,771,659	$	16,839	$	(871,959	)	$	1,768,463

TRAC Intermodal LLC

Condensed Consolidating Statements of Operations

and Comprehensive (Loss) Income

For The Three Months Ended June 30, 2012

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—	$	95,219		$	689		$	(90	)	$	95,818
Direct operating expenses	—		50,583			7			—			50,590
Selling, general and administrative expenses	—		11,776			71			—			11,847
Depreciation expense	—		16,307			170			—			16,477
Provision for doubtful accounts	—		698			—			—			698
Impairment of leasing equipment	—		617			—			—			617
Loss on retirement of debt	—		128			—			—			128
Interest expense	—		15,820			90			(90		)	15,820
Interest income	—		(6		)	—			—			(6		)
Equity in earnings of subsidiary	—		(556		)	—			556			—
Other income, net	—		(35		)	(380		)	—			(415		)
Total expenses	—		95,332			(42		)	466			95,756
(Loss) income before (benefit) provision for income taxes	—		(113		)	731			(556		)	62
(Benefit) provision for income taxes	—		(149		)	175			—			26
Net income (loss)	—		36			556			(556		)	36
Unrealized gain (loss) on derivative instruments, net of tax of $1,741	—		(2,644		)	—			—			(2,644		)
Derivative loss reclassified into earnings, net of tax of ($292)	—		443			—			—			443
Foreign currency translation gain (loss), net of tax of $120	—		(186		)	—			—			(186		)
Total other comprehensive loss	—		(2,387		)	—			—			(2,387		)
Total comprehensive (loss) income	$	—	$	(2,351	)	$	556		$	(556	)	$	(2,351	)

TRAC Intermodal LLC

Condensed Consolidating Statements of Operations

and Comprehensive (Loss) Income

For The Six Months Ended June 30, 2012

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—	$	188,047		$	1,106		$	(139	)	$	189,014
Direct operating expenses	—		94,890			19			—			94,909
Selling, general and administrative expenses	—		22,955			89			—			23,044
Depreciation expense	—		32,730			271			—			33,001
Provision for doubtful accounts	—		1,813			—			—			1,813
Impairment of leasing equipment	—		1,992			—			—			1,992
Loss on retirement of debt	—		149			—			—			149
Interest expense	—		31,963			139			(139		)	31,963
Interest income	—		(21		)	—			—			(21		)
Equity in earnings of subsidiary	—		(688		)	—			688			—
Other income, net	—		(174		)	(377		)	—			(551		)
Total expenses	—		185,609			141			549			186,299
Income (loss) before provision for income taxes	—		2,438			965			(688		)	2,715
Provision for income taxes	—		877			277			—			1,154
Net income (loss)	—		1,561			688			(688		)	1,561
Unrealized gain (loss) on derivative instruments, net of tax of $1,126	—		(1,710		)	—			—			(1,710		)
Derivative loss reclassified into earnings, net of tax of ($628)	—		952			—			—			952
Foreign currency translation gain (loss), net of tax of ($85)	—		(24		)	—			—			(24		)
Total other comprehensive loss	—		(782		)	—			—			(782		)
Total comprehensive income (loss)	$	—	$	779		$	688		$	(688	)	$	779

TRAC Intermodal LLC

Condensed Consolidating Statement of Cash Flows

For The Six Months Ended June 30, 2012

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	39,274		$	790		$	(693	)	$	39,371
Investing activities:
Proceeds from sale of leasing equipment	—		1,538			—			—			1,538
Collections on net investment in direct finance leases, net of interest earned	—		3,885			—			—			3,885
Purchase of leasing equipment	—		(16,209		)	—			—			(16,209		)
Purchase of fixed assets	—		(430		)	—			—			(430		)
Net cash used in investing activities	—		(11,216		)	—			—			(11,216		)
Financing activities:
Proceeds from long-term debt	—		10,765			—			—			10,765
Repayment of long-term debt	—		(42,237		)	—			—			(42,237		)
Cash paid for debt issuance fees	—		(261		)	—			—			(261		)
Dividend paid	—		—			(693		)	693			—
Capital contribution from parent	—		3,334			—			—			3,334
Investment in parent	—		(3,334		)	—			—			(3,334		)
Repurchase of shares from employees	—		(277		)	—			—			(277		)
Net cash (used in) provided by financing activities	—		(32,010		)	(693		)	693			(32,010		)
Effect of changes in exchange rates on cash and cash equivalents	—		(6		)	—			—			(6		)
Net (decrease) increase in cash and cash equivalents	—		(3,958		)	97			—			(3,861		)
Cash and cash equivalents, beginning of period	—		27,835			1,170			—			29,005
Cash and cash equivalents, end of period	$	—	$	23,877		$	1,267		$	—		$	25,144

XML

Segment and Geographic Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Item	Jun. 30, 2012	Dec. 31, 2012
Segment and Geographic Information
Number of operating and reportable segments			2
Segment and Geographic Information
Total revenues	$ 127,032	$ 95,818	$ 244,931	$ 189,014
Adjusted EBITDA	39,194	35,503	82,161	74,012
Depreciation expense	17,689	16,477	34,963	33,001
Net investment in direct finance leases	28,074	50,677	28,074	50,677	40,729
Leasing equipment	1,382,574	1,276,512	1,382,574	1,276,512	1,325,383
Capital expenditures for long-lived assets	56,804	14,733	91,065	16,639
Term revenue
Segment and Geographic Information
Total revenues	16,251	22,537	35,367	46,174
Pool revenue
Segment and Geographic Information
Total revenues	95,715	63,546	184,146	123,128
All other revenue
Segment and Geographic Information
Total revenues	15,066	9,735	25,418	19,712
Operating segments | Marine Market segment
Segment and Geographic Information
Total revenues	86,306	57,260	162,123	112,074
Adjusted EBITDA	23,845	23,240	49,377	47,617
Depreciation expense	8,290	7,818	16,480	15,757
Net investment in direct finance leases	27,889	47,104	27,889	47,104
Leasing equipment	731,618	660,047	731,618	660,047
Capital expenditures for long-lived assets	53,387	1,517	60,428	1,815
Operating segments | Marine Market segment | Term revenue
Segment and Geographic Information
Total revenues	11,636	18,036	26,229	37,379
Operating segments | Marine Market segment | Pool revenue
Segment and Geographic Information
Total revenues	63,077	35,245	120,096	67,165
Operating segments | Marine Market segment | All other revenue
Segment and Geographic Information
Total revenues	11,593	3,979	15,798	7,530
Operating segments | Domestic Market segment
Segment and Geographic Information
Total revenues	39,053	35,246	76,342	68,769
Adjusted EBITDA	18,987	15,463	37,476	32,056
Depreciation expense	7,728	6,420	15,141	12,699
Net investment in direct finance leases	185	3,573	185	3,573
Leasing equipment	481,730	438,465	481,730	438,465
Capital expenditures for long-lived assets	1,862	12,864	28,298	14,394
Operating segments | Domestic Market segment | Term revenue
Segment and Geographic Information
Total revenues	4,615	4,501	9,138	8,795
Operating segments | Domestic Market segment | Pool revenue
Segment and Geographic Information
Total revenues	32,638	28,301	64,050	55,963
Operating segments | Domestic Market segment | All other revenue
Segment and Geographic Information
Total revenues	1,800	2,444	3,154	4,011
Other
Segment and Geographic Information
Total revenues	1,673	3,312	6,466	8,171
Adjusted EBITDA	(3,638)	(3,200)	(4,692)	(5,661)
Depreciation expense	1,671	2,239	3,342	4,545
Leasing equipment	169,226	178,000	169,226	178,000
Capital expenditures for long-lived assets	1,555	352	2,339	430
Other | All other revenue
Segment and Geographic Information
Total revenues	$ 1,673	$ 3,312	$ 6,466	$ 8,171

XML

Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

11.  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 six months ended June 30, 2013, the components of Accumulated comprehensive loss, net of tax, are as follows:

	Unrealized Losses on Derivative Instruments		Net Derivative Loss to be Reclassified into Earnings			Foreign Currency Translation			Total Accumulated Other Comprehensive Loss
Balance, December 31, 2012	$	—	$	(52,430	)	$	454		$	(51,976	)
Current-period other comprehensive (loss) income	2,775		6,223			(333		)	8,665
Balance, June 30, 2013	$	2,775	$	(46,207	)	$	121		$	(43,311	)

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 $916 (which is net of tax of $593) and amortization of deferred losses on the Company’s terminated derivatives of $11,370 (which is net of tax of $7,355).  See Note 8.

The following table presents the effects of reclassifications out of AOCI and into the Consolidated Statement of Income for the three and six months ended June 30, 2013:

	Income Statement Line Item	Three Months Ended June 30, 2013			Six Months Ended June 30, 2013
Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives	Interest Expense	$	5,031		$	10,248
Related income tax benefit	Benefit for income taxes	(1,976		)	(4,025		)
Net loss reclassified out of AOCI		$	3,055		$	6,223

XML

Derivatives and Hedging Activities (Details 3) (Interest rate derivative, Designated as hedge, Cash flow hedge, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net of tax effect of cash flow hedge derivative instruments
Change in Unrealized Loss Recognized in OCI on Derivatives, Effective Portion	$ 2,797	$ (5,942)	$ 2,362	$ (8,496)
Interest expense
Net of tax effect of cash flow hedge derivative instruments
Loss Reclassified from OCI into Income, Effective Portion	3,311	3,741	6,636	7,738
(Gain) Loss Recognized Directly in Income on Derivative, Ineffective Portion	(40)	15	(40)	20
Net settlements of interest rate derivative, net of tax	256	3,298	413	6,786
Net settlements of interest rate derivative, tax benefit	166	2,173	267	4,472
Amortization of terminated derivatives, net of tax	3,055	443	6,223	952
Amortization of terminated derivatives, tax	$ 1,976	$ 292	$ 4,025	$ 628

XML

Segment and Geographic Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Reconciliations of Adjusted EBITDA to the Company's net (loss) income
Adjusted EBITDA	$ 39,194	$ 35,503	$ 82,161	$ 74,012
Principal collections on direct finance leases, net of interest earned	(1,401)	(1,941)	(2,861)	(3,885)
Non-cash stock compensation	(252)	(879)	(533)	(879)
Interest expense	(22,688)	(15,820)	(45,410)	(31,963)
Depreciation expense	(17,689)	(16,477)	(34,963)	(33,001)
Impairment of leasing equipment	(431)	(617)	(2,564)	(1,992)
Loss on retirement of debt	(248)	(128)	(895)	(149)
Other income, net	1,192	415	1,990	551
Interest income	269	6	271	21
(Loss) income before (benefit) provision for income taxes	(2,054)	62	(2,804)	2,715
(Benefit) provision for income taxes	(821)	26	(1,136)	1,154
Net (loss) income	$ (1,233)	$ 36	$ (1,668)	$ 1,561

XML

Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 Item	Jun. 30, 2012 Item
Risk and Uncertainties
Number of significant types of economic risk	2
All subsidiaries of the Company
Principles of Consolidation
Ownership percentage in subsidiaries	100.00%
Revenues | Customer concentration | Top ten customers
Principles of Consolidation
Concentration risk (as a percent)	55.00%	59.00%
Number of customers	10	10
Revenues | Customer concentration | Largest customer
Principles of Consolidation
Concentration risk (as a percent)	9.00%	9.00%
Revenues | Customer concentration | Customer representing over 10% of revenue
Principles of Consolidation
Number of customers	0
Revenues | Customer concentration | Minimum | Customer representing over 10% of revenue
Principles of Consolidation
Concentration risk (as a percent)	10.00%
Balances due to Company | Credit concentration | Largest customer
Principles of Consolidation
Maximum loss that the entity would incur, if customer failed completely to perform according to the terms of contract	$ 6,000
Outstanding principal | Credit concentration | Top three customers
Principles of Consolidation
Concentration risk (as a percent)	86.00%
Number of customers	3

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies

Schedule of estimated useful lives and average residual values for the Company's Leasing equipment from the date of manufacture

	Useful Lives (Years)	Residual Values (in Dollars)
Chassis	17.5-22.5	$	2,600

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are 100% owned. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates.

Risk and Uncertainties

Risk and Uncertainties

In the normal course of business, the Company encounters two significant types of economic risk: credit and market.

Credit risk is the risk of a lessee’s inability or unwillingness to make contractually required payments. The Company is subject to concentrations of credit risk with respect to amounts due from customers. The Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. For the six months ended June 30, 2013 and 2012, the Company earned approximately 55% and 59% of revenues from its top ten customers, respectively.

The Company’s largest customer accounted for approximately 9% of total revenues for both the six months ended June 30, 2013 and 2012, respectively. These revenues are included in the Marine Market segment. Based on balances due at June 30, 2013, the maximum amount of loss the Company would incur if this customer failed completely to perform according to the terms of their contracts would be approximately $6,000. While the Company believes that it has properly reserved for uncollectible accounts receivable, it is possible that the Company may experience longer collection cycles. Although the Company is not dependent on any one customer for more than 10% of its revenue, deterioration in credit quality of several of the Company’s major customers could have an adverse effect on its consolidated financial position and operating results. Management does not believe significant risk exists in connection with the Company’s concentrations of credit as of June 30, 2013.

The Company also has a concentration of credit within its direct finance lease portfolio. The Company’s top three customers account for approximately 86% of the outstanding principal at June 30, 2013, respectively. The Company does not record an allowance for credit losses associated with direct finance leases. If any of these 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, and present certain claims to its insurers of default losses. 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.

Market risk reflects the change in the value of derivatives and financings due to changes in interest rate spreads or other market factors, including the value of collateral underlying debt investments and financings. The Company believes that the carrying values of its investments and derivative obligations are reasonable taking into consideration these risks, along with estimated collateral values, payment histories and other relevant financial information.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments having original maturities of three months or less at the time of purchase. These instruments are stated at cost, which approximates market value because of the short-term nature of the instruments.

Direct Finance Leases

Direct Finance Leases

Direct finance leases are recorded at the aggregated future minimum lease payments, including any bargain or economically compelled purchase options granted to the customer, less unearned income. The Company generally bears greater risk in operating lease transactions (versus direct finance lease transactions) due to redeployment costs and related risks that are avoided under a direct finance lease. Management performs annual reviews of the estimated residual values which can vary depending on a number of factors.

Leasing Equipment

Leasing Equipment

Leasing equipment is primarily comprised of marine and domestic chassis.   All equipment is recorded at cost and depreciated to an estimated residual value on a straight-line basis over the estimated useful life of the equipment.

Estimated useful lives and residual values have been principally determined based on the Company’s historical disposal and utilization experience. The estimated useful lives and average residual values for the Company’s Leasing equipment from the date of manufacture are as follows:

	Useful Lives (Years)	Residual Values (in Dollars)
Chassis	17.5-22.5	$	2,600

The Company will continue to review its depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in its depreciation policies, useful lives of its equipment or the assigned residual values is warranted.

The Company recognizes repair and maintenance costs that do not extend the lives of the assets as incurred and includes such costs in Direct operating expenses in the Consolidated Statements of Operations. Also included in Depreciation of leasing equipment is the depreciation on assets recorded under capital leases.

Impairment of Leasing Equipment

Impairment of Leasing Equipment

In accordance with the Property, Plant and Equipment Topic of the Financial Accounting Standards Board, Accounting Standards Codification, (the “FASB ASC”), the Company reviews its leasing assets for impairment when events or changes in circumstances indicate that the carrying amount of the asset group as a whole may not be recoverable. If indicators of impairment are present, a determination is made as to whether the carrying value of the Company’s fleet exceeds its estimated future undiscounted cash flows. Impairment exists when the carrying value of leasing assets taken as a whole exceeds the sum of the related undiscounted cash flows. The Company’s review for impairment includes considering the existence of impairment indicators including third-party appraisals of its equipment, adverse changes in market conditions or the future utility of specific long-lived assets, shrinkage and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of its equipment.

When indicators of impairment suggest that the carrying value of its leasing assets may not be recoverable, the Company determines whether the impairment recognition criteria have been met by evaluating whether the carrying value of the leasing assets taken as a whole exceeds the related undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. The preparation of the related undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, and the residual value expected to be realized upon disposition of the assets, estimated downtime between re-leasing events and the amount of re-leasing costs.

If the Company determines that the carrying value may not be recoverable, it will assess the fair value of the assets. In determining the fair value of the assets, the Company considers market trends, published values for similar assets, recent transactions of similar assets and quotes from third-party appraisers. If the carrying amount of an asset group exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.

Property and Equipment

Property and Equipment

As of June 30, 2013, property and equipment is recorded at cost less accumulated depreciation. In accordance with the Property, Plant and Equipment Topic of the FASB ASC, the Company reduces the carrying amount for property and equipment that has been impaired to the estimated fair value at the impairment date. Property and equipment is included in Other assets in the Consolidated Balance Sheets. The Company capitalizes significant improvements and the Company charges repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. The Company removes the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognizes any resulting gain or loss upon the disposition of the assets.

The Company depreciates the cost of property and equipment over their estimated useful lives on a straight-line basis as follows: buildings—40 years; furniture and fixtures—3 to 7 years; computers and office equipment—3 to 5 years; and other property and equipment—3 to 10 years.

Goodwill

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with the Intangibles—Goodwill and Other Topic of the FASB ASC, goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management has determined that there are two reporting units, the Marine Market segment and the Domestic Market segment. For the purpose of testing goodwill for impairment, the goodwill balance has been assigned to these two reporting units using a relative fair value allocation approach.

The Company evaluates the recoverability of goodwill using a two-step impairment test approach. In the first step, the reporting units’ fair value is compared to its carrying value including goodwill. Fair value of the reporting unit is estimated using a discounted cash flow analysis which is based on current operating budgets and long-range projections. The assumptions for the projections are based on management’s historical experience, as well as their future expectations of market conditions. Estimated cash flows are discounted based on market comparable weighted-average cost of capital rates derived from the capital asset pricing model. The inputs to the model were primarily derived from publicly available market data. Although management uses the best estimates available, if actual results fall below the estimated budgets and long range projections used for the fair value calculation or cost of capital rates differ from the inputs used to calculate discounted cash flow, a different result could be obtained.

If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting units’ goodwill to the carrying value of the goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses, net of tax, if any, affecting Member’s Interest that, under U.S. GAAP, are excluded from net income. Such amounts include 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 and Mexican operations.

Share-Based Compensation

Share-Based Compensation

Certain key employees are the recipients of employment agreements that have restricted stock benefits. The Company has recognized compensation expense relating to these share-based awards in the Consolidated Statements of Operations based upon the fair value of the equity instruments at the time they were issued. The Company uses a straight-line method of accounting for the compensation expense on share-based payment awards that contain pro rata vesting provisions 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. The Company expects to settle with affiliates all management fees, including these awards, in cash.

Foreign Currency Translation

Foreign Currency Translation

The net assets and results of operations of the Company’s foreign operations (primarily Canada) have been translated at the rates of exchange in effect at the respective period end for the Consolidated Balance Sheets and at a weighted-average of the exchange rates for the respective period for the Consolidated Statements of Operations. The effects of changes in exchange rates in translating the financial statements of foreign subsidiaries are included in the Consolidated Statements of Comprehensive Income and in

Accumulated other comprehensive loss on the Consolidated Balance Sheets. The Company has determined that the U.S. dollar is its functional currency; therefore, all gains and losses resulting from translating foreign currency transactions into the functional currency are included in income.

Management Services

Management Services

In addition to leasing equipment which it owns or which it finances through capital lease obligations, the Company’s customers are turning to outside service companies to help them manage chassis that they own and lease. The Company offers management services through an internally developed proprietary software system, known as “PoolStat®”. During the period that the Company is managing the equipment for its customers, the Company earns a management fee. This fee income is recognized as services are rendered and is included in Other revenue in the Consolidated Statements of Operations.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

The Company accounted for derivative instruments in accordance with the Derivatives and Hedging Topic of the FASB ASC. The FASB ASC requires that all derivative instruments be recorded on the balance sheet at their fair value and establishes criteria for both the designation and effectiveness of hedging activities.

The Company had entered into derivative instruments in the form of interest rate swaps, which were used to reduce its interest rate risk. Through these interest rate swaps, the Company received floating rate payments in exchange for fixed rate payments, effectively converting its floating rate debt to a fixed rate. As a matter of policy, the Company does not enter into derivative instruments for speculative purposes.

The manner in which a derivative instrument is recorded depends on whether it qualifies for hedge accounting. The Company applied hedge accounting and designated and accounted for its interest rate swap contracts as cash flow hedges. For effective cash flow hedges, changes in fair value were deferred and recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets. The ineffective portion of cash flow hedges was recognized in earnings immediately and recorded in Interest expense in the Consolidated Statements of Operations. On August 9, 2012, in connection with the closing of the sale of the Original Notes and the asset based senior secured credit agreement (the “ABL Facility”) and the repayment of the Fortis Facility (as defined below), the Company terminated all of its interest rate derivatives. Balances in Accumulated comprehensive loss for terminated derivatives are being reclassified into earnings over the remaining life of the item previously hedged. Terminated interest rate derivatives are reviewed periodically to determine if the forecasted transaction remain probable of occurring. If the forecasted transactions were deemed remote, the related portion of the gain or loss associated with the terminated derivative included in Accumulated other comprehensive loss would be recognized in the Consolidated Statement of Operations immediately. On January 10, 2013, the Company entered into a new interest rate swap transaction with Deutsche Bank AG. See also Notes 8, 11 and 16 for further information.

Revenue Recognition

Revenue Recognition

The Company’s primary sources of equipment leasing revenue are derived from operating leases and revenue earned on direct finance leases.

Revenue Recognition-Equipment Leasing Revenue

Revenue Recognition—Equipment Leasing Revenue

The Company generates equipment leasing revenue through short-term and long-term operating leases, principally with shipping lines and North American rail and trucking companies. In the majority of its transactions, the Company acts as the lessor of leasing equipment for a specified period of time and at a specified per diem rate. Revenue is recognized on a straight-line basis over the life of the respective lease. Subscription agreements typically contain periodic pricing and minimum chassis usage reset features. Revenue associated with such agreements is recognized on a straight line basis for committed quantities at contractual rates.

Revenue Recognition-Finance Revenue

Revenue Recognition—Finance Revenue

The Company enters into direct finance leases as lessor of equipment that it owns. In most instances, the leases include a bargain purchase option which allows the customer to purchase the leased equipment at the end of the lease term. Net investment in direct finance leases represents the receivables due from lessees, net of unearned income. The lease payments are segregated into principal and interest components similar to a loan. Unearned income is recognized on an effective interest basis over the life of the lease term and is recorded as Finance revenue in the Consolidated Statements of Operations. The principal component of the lease payment is reflected as a reduction to the Net investment in direct finance leases.

Revenue Recognition-Other Revenue

Revenue Recognition—Other Revenue

Other revenue includes fees that the Company’s customers are contractually obligated to pay to return equipment to a leasable condition, fees for third-party positioning of equipment and scrap revenue generated from end of life chassis. When a lessee leases equipment from the Company, the lessee is contractually obligated to return the equipment in a leasable condition according to predetermined standards. Upon redelivery of the units, the Company charges the lessee for the expected cost to repair the equipment based on a repair survey performed at the depot. The Company charges the lessee based on this estimate and records maintenance and repair revenue at that time. In accordance with the Revenue—Revenue Recognition—Principal Agent Considerations Topic of the FASB ASC, the Company recognizes billings to customers for damages incurred and certain other pass-through costs as Other revenue in the Consolidated Statements of Operations. The Company recognizes gross revenues from these pass-through costs as the Company is the primary obligor with respect to purchasing goods and services from third parties. The Company generally has the discretion in selection of the repair service provider; and the Company generally has the credit risk because the services are purchased prior to reimbursement being received. In addition, Other revenue includes fees earned for providing chassis pool management services. Revenue is recognized as services are rendered.

Deferred Income

Deferred Income

Deferred income includes cash received for advanced rental fees and advanced payments for future maintenance and repairs. The amounts received for the advanced rental fees are recognized as Equipment leasing revenue when earned, while the amounts received with respect to the maintenance and repairs are recognized as Other revenue when earned.

Direct Operating Expenses

Direct Operating Expenses

Direct operating expenses are primarily related to costs incurred in relation to leasing equipment that is not being leased to a third-party (“off-hire equipment”) and for equipment in the Company’s chassis pools. These expenses primarily consist of costs to repair and maintain the equipment, to store the equipment when it is not on lease, to reposition the equipment for pick-up by a customer, and equipment rental related costs to meet customer demand. Repositioning costs incurred prior to the initial lease of the equipment are capitalized as a cost of the asset acquisition.

Provision for Doubtful Accounts

Provision for Doubtful Accounts

During 2012, certain of the Company’s shipping line customers began migrating away from providing chassis as an integral part of their transportation related services. As a result, the Company is providing a greater number of chassis directly to motor carriers who represent a higher credit risk than the Company’s traditional customer base. Notwithstanding this change, the Company’s methodology for assessing the adequacy of the provision for doubtful accounts has not changed significantly.

The Company determines the provision for doubtful accounts based on its assessment of the collectability of its receivables. The Company identifies these accounts based on two methods: (1) a customer-by-customer basis and (2) an allowance method. In the first method, the Company reviews certain accounts based on size, payment history and third-party credit reports and places a likelihood of default percentage on each account individually. For the remaining receivable balance, the Company applies a delinquency factor based on prior history which represents the Company’s best estimate of those accounts that will become uncollectible. Changes in economic conditions may require a re-assessment of the risk and could result in increases or decreases in the allowance for doubtful accounts.

Sales of Leasing Equipment

Sales of Leasing Equipment

Sales of leasing equipment consist of sales of equipment to third parties, as well as billings to customers for lost or damaged equipment. The Company records the gains and losses from the sales of leasing equipment as part of Other income, net in the Consolidated Statements of Operations. Gains and losses are recognized upon completion of the sale based upon the sales price and the book value of the equipment. For the three and six months ended June 30, 2013, the Company recorded net gains of $1,179 and $1,253, respectively.  This compares to net gains of $45 and $185, respectively, for the three and six months ended June 30, 2012.

Provision (Benefit) for Income Taxes

Provision (Benefit) for Income Taxes

The Company’s results of operations and financial position are prepared on a stand-alone basis. The Company is a Limited Liability Company with a single member and therefore has recorded a provision for U.S. income taxes.

Income taxes have been provided based upon the tax laws and rates in countries in which the Company’s operations are conducted and income is earned. The Company’s chassis leasing business is domiciled in the United States and, therefore, its income is subject to United States taxation. The provision (benefits) for income taxes recorded relates to the income earned by certain of the Company’s subsidiaries, which are located in or have earned income in jurisdictions that impose income taxes, primarily in the United States. The Company is also subject to income tax in Canada and Mexico.

New Accounting Standards

New Accounting Standards

Adopted in 2013

In February 2013, the FASB issued authoritative guidance on accounting for Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to present the effect of certain significant reclassifications out of accumulated other comprehensive income on respective line items in net income. The amendments in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2013-02 is effective prospectively for fiscal years beginning after December 15, 2012 for public companies.  The Company adopted ASU 2013-02 as of January 1, 2013. As ASU 2013-02 requires additional presentation only, there is no impact to the Company’s consolidated results of operations or financial position.

No other new accounting pronouncements issued or effective during 2013 had or are expected to have a material impact on the Company’s Consolidated Financial Statements.

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Derivatives and Hedging Activities (Details) (Interest rate derivative, USD $) In Thousands, unless otherwise specified	0 Months Ended			0 Months Ended
	Aug. 09, 2012 Item	Jun. 30, 2013	Jan. 10, 2013	Jan. 10, 2013 LIBOR	Jun. 30, 2013 LIBOR
Derivative and Hedging Activities
Number of derivative instruments terminated	6
Amount paid on settlement	$ 91,422
Accrued interest paid at settlement	1,052
Variable rate debt hedged		$ 300,000	$ 300,000
Fixed interest rate payable (as a percent)			0.756%
Maturity of reference rate for variable interest				1 month
One month LIBOR interest rate (as a percent)					0.195%

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Segment and Geographic Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment and Geographic Information

Schedule of segment information

Three Months ended June 30, 2013	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	11,636	$	4,615	$	—		$	16,251
Pool revenue	63,077		32,638		—			95,715
All other revenue	11,593		1,800		1,673			15,066
Total revenue	$	86,306	$	39,053	$	1,673		$	127,032
Adjusted EBITDA	23,845		18,987		(3,638		)	39,194
Depreciation expense	8,290		7,728		1,671			17,689
Net investment in direct finance leases	27,889		185		—			28,074
Leasing equipment	731,618		481,730		169,226			1,382,574
Capital expenditures for long-lived assets	53,387		1,862		1,555			56,804

Three Months ended June 30, 2012	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	18,036	$	4,501	$	—		$	22,537
Pool revenue	35,245		28,301		—			63,546
All other revenue	3,979		2,444		3,312			9,735
Total revenue	$	57,260	$	35,246	$	3,312		$	95,818
Adjusted EBITDA	23,240		15,463		(3,200		)	35,503
Depreciation expense	7,818		6,420		2,239			16,477
Net investment in direct finance leases	47,104		3,573		—			50,677
Leasing equipment	660,047		438,465		178,000			1,276,512
Capital expenditures for long-lived assets	1,517		12,864		352			14,733

Six Months ended June 30, 2013	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	26,229	$	9,138	$	—		$	35,367
Pool revenue	120,096		64,050		—			184,146
All other revenue	15,798		3,154		6,466			25,418
Total revenue	$	162,123	$	76,342	$	6,466		$	244,931
Adjusted EBITDA	49,377		37,476		(4,692		)	82,161
Depreciation expense	16,480		15,141		3,342			34,963
Net investment in direct finance leases	27,889		185		—			28,074
Leasing equipment	731,618		481,730		169,226			1,382,574
Capital expenditures for long-lived assets	60,428		28,298		2,339			91,065

Six Months ended June 30, 2012	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	37,379	$	8,795	$	—		$	46,174
Pool revenue	67,165		55,963		—			123,128
All other revenue	7,530		4,011		8,171			19,712
Total revenue	$	112,074	$	68,769	$	8,171		$	189,014
Adjusted EBITDA	47,617		32,056		(5,661		)	74,012
Depreciation expense	15,757		12,699		4,545			33,001
Net investment in direct finance leases	47,104		3,573		—			50,677
Leasing equipment	660,047		438,465		178,000			1,276,512
Capital expenditures for long-lived assets	1,815		14,394		430			16,639

Schedule of reconciliations of Adjusted EBITDA to the Company's net (loss) income

	Three Months Ended June 30,
	2013			2012
Adjusted EBITDA	$	39,194		$	35,503
Principal collections on direct finance leases, net of interest earned	(1,401		)	(1,941		)
Non-cash stock compensation	(252		)	(879		)
Interest expense	(22,688		)	(15,820		)
Depreciation expense	(17,689		)	(16,477		)
Impairment of leasing equipment	(431		)	(617		)
Loss on retirement of debt	(248		)	(128		)
Other income, net	1,192			415
Interest income	269			6
(Loss) income before (benefit) provision for income taxes	(2,054		)	62
(Benefit) provision for income taxes	(821		)	26
Net (loss) income	$	(1,233	)	$	36

	Six Months Ended June 30,
	2013			2012
Adjusted EBITDA	$	82,161		$	74,012
Principal collections on direct finance leases, net of interest earned	(2,861		)	(3,885		)
Non-cash stock compensation	(533		)	(879		)
Interest expense	(45,410		)	(31,963		)
Depreciation expense	(34,963		)	(33,001		)
Impairment of leasing equipment	(2,564		)	(1,992		)
Loss on retirement of debt	(895		)	(149		)
Other income, net	1,990			551
Interest income	271			21
(Loss) income before (benefit) provision for income taxes	(2,804		)	2,715
(Benefit) provision for income taxes	(1,136		)	1,154
Net (loss) income	$	(1,668	)	$	1,561

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Summary of Significant Accounting Policies (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Item	Jun. 30, 2012
Goodwill
Number of reportable units			2
Provision for Doubtful Accounts
Number of methods to assess doubtful accounts based on collectability of receivables			2
Sales of Leasing Equipment
Net gain on sales of leasing equipment	$ 1,179	$ 45	$ 1,253	$ 185
Buildings
Property and Equipment
Useful lives			40 years
Furniture and fixtures | Minimum
Property and Equipment
Useful lives			3 years
Furniture and fixtures | Maximum
Property and Equipment
Useful lives			7 years
Computers and office equipment | Minimum
Property and Equipment
Useful lives			3 years
Computers and office equipment | Maximum
Property and Equipment
Useful lives			5 years
Other property and equipment | Minimum
Property and Equipment
Useful lives			3 years
Other property and equipment | Maximum
Property and Equipment
Useful lives			10 years

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Derivatives and Hedging Activities (Details 4) (USD $) In Thousands, unless otherwise specified	6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended				3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jan. 10, 2013 Interest rate derivative	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.299%, original maturity of Oct-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.299%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.299%, original maturity of Oct-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.299%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.307%, original maturity of Jul-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.307%, original maturity of Jul-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.307%, original maturity of Jul-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.307%, original maturity of Jul-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.58%, original maturity of Jul-2014	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.58%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.58%, original maturity of Jul-2014	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.58%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, one	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, one	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, one	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, one	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, two	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, two	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, two	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, two	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.436%, original maturity of Oct-2017, one	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.436%, original maturity of Oct-2017, two	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.605%, original maturity of Jul-2014	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.605%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.605%, original maturity of Jul-2014	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.605%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.743%, original maturity of Oct-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.743%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.743%, original maturity of Oct-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.743%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.305%, original maturity of Oct-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.305%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.305%, original maturity of Oct-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.305%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.365%, original maturity of Jul-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.365%, original maturity of Jul-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.365%, original maturity of Jul-2017	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.365%, original maturity of Jul-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.526%, original maturity of Jul-2014	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.526%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.526%, original maturity of Jul-2014	Jun. 30, 2012 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 5.526%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 3.989%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 3.989%, original maturity of Oct-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.033%, original maturity of Jul-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.033%, original maturity of Jul-2017	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.328%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.328%, original maturity of Jul-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.147%, original maturity of Oct-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.147%, original maturity of Oct-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.000%, original maturity of Oct-2014	Jun. 30, 2013 Interest rate derivative Designated as hedge Cash flow hedge Terminated derivative at fixed rate of 4.000%, original maturity of Oct-2014	Jun. 30, 2013 Interest rate derivative 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							$ 60,852		$ 60,852		$ 200,000		$ 200,000		$ 163,333		$ 163,333		$ 150,000		$ 150,000		$ 150,000		$ 150,000		$ 480,088	$ 480,088	$ 163,333		$ 163,333		$ 332,525		$ 332,525		$ 58,238		$ 58,238		$ 193,333		$ 193,333		$ 37,000		$ 37,000		$ 53,286	$ 53,286	$ 181,667	$ 181,667	$ 43,333	$ 43,333	$ 211,567	$ 211,567	$ 150,000	$ 150,000	$ 427,407
Fixed Rate %		0.756%	0.756%		0.756%		5.299%		5.299%		5.307%		5.307%		5.58%		5.58%		5.512%		5.512%		5.512%		5.512%		5.436%	5.436%	4.605%		4.605%		4.743%		4.743%		4.305%		4.305%		4.365%		4.365%		5.526%		5.526%		3.989%	3.989%	4.033%	4.033%	4.328%	4.328%	4.147%	4.147%	4.00%	4.00%	5.174%
Deferred Loss Upon Termination			127,529		127,529		1,853		1,853		6,412		6,412		3,773		3,773		1,711		1,711		3,498		3,498		1,711	1,526	2,082		2,082		7,641		7,641		862		862		3,265		3,265		3,122		3,122		2,048	2,048	8,538	8,538	11,033	11,033	17,002	17,002	5,080	5,080	46,372
Un-amortized Deferred (Gain) or Loss			76,098		76,098		14		14		78		78		399		399		76		76		252		252		1,711	1,526	(236)		(236)		(150)		(150)		(195)		(195)		(701)		(701)		694		694		1,310	1,310	5,499	5,499	6,263	6,263	10,084	10,084	3,102	3,102	46,372
Amount of Deferred Loss Amortized (including Accelerated Amortization) into Interest Expense			5,031	735	10,248	1,580	9	24	21	53	39	96	85	208	106	139	214	283	16	50	33	104	59	75	122	162			(16)	25	(14)	71	31	96	85	230	(15)	(12)	(28)	(19)	(53)	(33)	(95)	(45)	202	275	450	533	178	372	758	1,567	1,345	2,651	1,821	3,694	551	1,091
Amount of Deferred Loss Expected to be Amortized Over the Next Twelve Months					18,725				19				87				373				59				201						(206)				(36)				(61)				(237)				649			562		2,544		5,764		6,697		2,310
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, net of tax	916
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, tax	593
Deferred losses on the Company's terminated derivatives expected to be amortized over the next 12 months, net of tax	11,370
Deferred losses on the Company's terminated derivatives expected to be amortized over the next 12 months, tax	$ 7,355

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Derivatives and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2013

Derivatives and Hedging Activities

Schedule of the interest rate derivative designated as a cash flow hedge

Hedged Item	CurrentNotional Amount		Effective Date	Maturity Date	Floating Rate	Fixed Leg Interest Rate		Fair Value (a)
ABL Facility	$	300,000	Jan-2013	Aug-2017	1M LIBOR	0.756	%	$	4,610

(a) This interest rate derivative is recorded in Fair value of derivative instruments in the asset section of the Consolidated Balance Sheets.

Schedule of the total interest rate derivatives to fix floating interest rates on a portion of the borrowings under debt facilities

	Total Current Notional Amount		Weighted-Average Fixed Leg Interest Rate		Weighted-Average Remaining Term
June 30, 2013	$	300,000	0.756	%	4.03 years
December 31, 2012	$	—	—	%	—

Schedule of the net of tax effect of the Company's cash flow hedge derivative instruments

	Effective Portion							Ineffective Portion
	Derivative Instruments	Change in Unrealized Loss Recognized in OCI on Derivatives (a)			Classification of Loss Reclassified from OCI into Income	Loss Reclassified from OCI into Income (b)		Classification of Loss Recognized Directly in Income on Derivative	(Gain) Loss Recognized Directly in Income on Derivative (c)
Three Months ended June 30, 2013	Interest rate derivatives	$	2,797		Interest expense	$	3,311	Interest expense	$	(40	)
Six Months ended June 30, 2013	Interest rate derivatives	$	2,362		Interest expense	$	6,636	Interest expense	$	(40	)
Three Months ended June 30, 2012	Interest rate derivatives	$	(5,942	)	Interest expense	$	3,741	Interest expense	$	15
Six Months ended June 30, 2012	Interest rate derivatives	$	(8,496	)	Interest expense	$	7,738	Interest expense	$	20

(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 derivatives, net of tax.

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Net settlements of interest rate derivative, net of tax of $166, $2,173, $267 and $4,472, respectively	$	256	$	3,298	$	413	$	6,786
Amortization of terminated derivatives, net of tax of $1,976, $292, $4,025 and $628, respectively	3,055		443		6,223		952
	$	3,311	$	3,741	$	6,636	$	7,738

(c) Amount impacting income not related to OCI 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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Net settlements of interest rate derivative, net of tax of $166, $2,173, $267 and $4,472, respectively	$	256	$	3,298	$	413	$	6,786
Amortization of terminated derivatives, net of tax of $1,976, $292, $4,025 and $628, respectively	3,055		443		6,223		952
	$	3,311	$	3,741	$	6,636	$	7,738

Summary of deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense

													Amount of						Amount of
													Deferred Loss						Deferred Loss
													Amortized						Amortized						Amount
													(including						(including						of Deferred
										Un-			Accelerated						Accelerated						Loss Expected
										amortized			Amortization)						Amortization)						to be
										Deferred			into Interest						Into Interest						Amortized
	Original							Deferred		(Gain) or			Expense for the						Expense for the						Over
	Maximum						Termination	Loss		Loss at			Three Months						Six Months						the Next
Hedged	Notional		Effective	Maturity	Fixed		De-designation	Upon		June 30,			Ended June 30,						Ended June 30,						Twelve
Item	Amount		Date	Date	Rate %		Date	Termination		2013			2013			2012			2013			2012			Months
(a)	$	60,852	Jul-2007	Oct-2017	5.299	%	Dec-2007	$	1,853	$	14		$	9		$	24		$	21		$	53		$	19
(a)	200,000		Jul-2007	Jul-2017	5.307	%	Dec-2007	6,412		78			39			96			85			208			87
(a)	163,333		Jul-2007	Jul-2014	5.580	%	Dec-2007	3,773		399			106			139			214			283			373
(b)	150,000		Jul-2008	Oct-2014	5.512	%	Jul-2008	1,711		76			16			50			33			104			59
(b)	150,000		Oct-2007	Oct-2014	5.512	%	Jul-2008	3,498		252			59			75			122			162			201
(b)	480,088		Oct-2014	Oct-2017	5.436	%	Jul-2008	1,711		1,711			—			—			—			—			—
(b)	480,088		Oct-2014	Oct-2017	5.436	%	Jul-2008	1,526		1,526			—			—			—			—			—
(a)	163,333		Nov-2007	Jul-2014	4.605	%	Jul-2008	2,082		(236		)	(16		)	25			(14		)	71			(206		)
(b)	332,525		Oct-2007	Oct-2014	4.743	%	Jul-2008	7,641		(150		)	31			96			85			230			(36		)
(a)	58,238		Nov-2007	Oct-2017	4.305	%	Jul-2008	862		(195		)	(15		)	(12		)	(28		)	(19		)	(61		)
(a)	193,333		Nov-2007	Jul-2017	4.365	%	Jul-2008	3,265		(701		)	(53		)	(33		)	(95		)	(45		)	(237		)
(c)	37,000		Sep-2007	Jul-2014	5.526	%	Mar-2011	3,122		694			202			275			450			533			649
(d)	53,286		Jul-2008	Oct-2017	3.989	%	Aug-2012	2,048		1,310			178			—			372			—			562
(d)	181,667		Jul-2008	Jul-2017	4.033	%	Aug-2012	8,538		5,499			758			—			1,567			—			2,544
(d)	43,333		Jul-2008	Jul-2014	4.328	%	Aug-2012	11,033		6,263			1,345			—			2,651			—			5,764
(d)	211,567		Jul-2008	Oct-2014	4.147	%	Aug-2012	17,002		10,084			1,821			—			3,694			—			6,697
(d)	150,000		Jul-2008	Oct-2014	4.000	%	Aug-2012	5,080		3,102			551			—			1,091			—			2,310
(d)	427,407		Oct-2014	Oct-2017	5.174	%	Aug-2012	46,372		46,372			—			—			—			—			—
Total								$	127,529	$	76,098		$	5,031		$	735		$	10,248		$	1,580		$	18,725

(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, Term Loan Agreement—Portfolio C

(d)          This hedged item is referred to as Chassis Financing Program, Portfolio A

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Subsequent Events (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	0 Months Ended			1 Months Ended
	Jun. 30, 2013 ABL Facility	Jan. 14, 2013 Capital lease obligations	Jul. 31, 2013 Subsequent event ABL Facility	Jul. 02, 2013 Subsequent event Capital lease obligations	Jul. 31, 2013 Subsequent event Acquisitions of Equipment Via Purchase Item
Subsequent events
Exercise of early purchase options, payment to lender		$ 16,702		$ 8,976
Number of additional acquisitions					3
Total equipment purchase price					14,683
Aggregate principal amount increase in committed funds	65,000		40,000
Aggregate commitment by lenders	$ 910,000		$ 950,000

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Guarantor Financial Information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities			$ 28,275	$ 39,371
Investing activities:
Proceeds from sale of leasing equipment			5,036	1,538
Collections on net investment in direct finance leases, net of interest earned	1,401	1,941	2,861	3,885
Purchase of leasing equipment			(88,726)	(16,209)
Purchase of fixed asset			(2,339)	(430)
Net cash used in investing activities			(83,168)	(11,216)
Financing activities:
Proceeds from long-term debt			86,000	10,765
Repayment of long-term debt			(48,824)	(42,237)
Cash paid for debt issuance fees			(1,769)	(261)
Capital contribution from parent				3,334
Investment in parent				(3,334)
Repurchase of shares from employees			(470)	(277)
Net cash provided by (used in) financing activities			34,937	(32,010)
Effect of changes in exchange rates on cash and cash equivalents			(241)	(6)
Net decrease in cash and cash equivalents			(20,197)	(3,861)
Cash and cash equivalents, beginning of year			26,556	29,005
Cash and cash equivalents, end of period	6,359	25,144	6,359	25,144
Eliminations
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities			1,376	(693)
Investing activities:
Collections on net investment in direct finance leases, net of interest earned			(1,376)
Net cash used in investing activities			(1,376)
Financing activities:
Dividend paid				693
Net cash provided by (used in) financing activities				693
Guarantor Subsidiaries | Reportable
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities			27,485	39,274
Investing activities:
Proceeds from sale of leasing equipment			5,036	1,538
Collections on net investment in direct finance leases, net of interest earned			4,237	3,885
Purchase of leasing equipment			(88,726)	(16,209)
Purchase of fixed asset			(2,339)	(430)
Net cash used in investing activities			(81,792)	(11,216)
Financing activities:
Proceeds from long-term debt			86,000	10,765
Repayment of long-term debt			(48,824)	(42,237)
Cash paid for debt issuance fees			(1,769)	(261)
Capital contribution from parent				3,334
Investment in parent				(3,334)
Repurchase of shares from employees			(470)	(277)
Net cash provided by (used in) financing activities			34,937	(32,010)
Effect of changes in exchange rates on cash and cash equivalents			(241)	(6)
Net decrease in cash and cash equivalents			(19,611)	(3,958)
Cash and cash equivalents, beginning of year			25,837	27,835
Cash and cash equivalents, end of period	6,227	23,877	6,227	23,877
Non-Guarantor Subsidiaries | Reportable
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities			(586)	790
Financing activities:
Dividend paid				(693)
Net cash provided by (used in) financing activities				(693)
Net decrease in cash and cash equivalents			(586)	97
Cash and cash equivalents, beginning of year			719	1,170
Cash and cash equivalents, end of period	$ 132	$ 1,267	$ 132	$ 1,267

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Impairment of Leasing Equipment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Impairment of Leasing Equipment
Amount of impairment of leasing equipment	$ 431	$ 617	$ 2,564	$ 1,992

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Subsequent Events

6 Months Ended

Jun. 30, 2013

Subsequent Events

Subsequent Events

18. Subsequent Events

On July 1, 2013, the Company exercised an early purchase option of equipment under a capital lease. The Company paid the lender $8,976 inclusive of the final lease payment.  In addition during July 2013, the Company completed three additional asset acquisitions with a total equipment purchase price of $14,683.

On July 31, 2013, the Company amended the ABL Facility for a $40,000 aggregate principal amount increase in committed funds, committed, in part, by a new lender, bringing the aggregate commitment by lenders to $950,000. Fees paid in connection with this amendment were immaterial and will be amortized over the remaining life of the loan.

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.

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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Consolidated Statements of Comprehensive Income (Loss)
Unrealized gain (loss) on derivative instruments, tax	$ (1,975)	$ 1,741	$ (1,795)	$ 1,126
Derivative loss reclassified into earnings, tax	(1,976)	(292)	(4,025)	(628)
Foreign currency translation loss, tax	$ 119	$ 120	$ 221	$ (85)

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Description of the Business and Basis of Presentation

6 Months Ended

Jun. 30, 2013

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

We are the largest intermodal chassis solutions provider, measured by total assets, for domestic and international transportation companies in North America.  Our 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.

Our fleet of equipment primarily consists of marine and domestic chassis. These assets are owned, leased- in or managed by us on behalf of third-party owners in pooling arrangements. As of June 30, 2013, we owned, leased-in or managed a fleet of 306,009 chassis and units available for remanufacture. The net book value of our owned equipment was approximately $1.41 billion.

TRAC Intermodal LLC (the “Company” or “TRAC”) is a Delaware limited liability company and TRAC Intermodal Corp. is a Delaware corporation, both of which were formed on July 12, 2012 to facilitate the issuance of Senior Secured Notes offered in the Offering Memorandum dated August 2, 2012 (the “Original Notes”). The Company conducts its business through its 100% owned subsidiary, Interpool, Inc. (“Interpool”) and its consolidated subsidiaries. To date, neither the Company nor TRAC Intermodal Corp. have conducted any activities other than those incidental to their formation and the preparation of the offering memorandum relating to the Original Notes and a prospectus relating to the exchange of the Original Notes for notes which have been registered under the Securities Act pursuant to the terms set forth in the prospectus (the “Exchange Notes” and together with the Original Notes, the “notes”). The Company has no operations of its own so it is dependent upon the cash flows of its subsidiaries to meet its obligations under the notes. Since the proceeds from the Original Notes were used to repay debt owed by Interpool, an intercompany note was entered into between TRAC and Interpool with terms identical to the notes. The proceeds from the intercompany note arrangement with Interpool will provide the funds for TRAC to service the interest and debt payments due under the notes.

The exchange offer to exchange the Original Notes for notes which have been registered under the Securities Act commenced on June 6, 2013 and expired on July 5, 2013.  Based on information provided by Wells Fargo Bank, N.A., the exchange agent for the exchange offer, as of the expiration date, $300,000 aggregate principal amount of the Original Notes have been validly tendered for exchange, representing 100% of the principal amount of the outstanding Original Notes.

Interpool, headquartered in Princeton, New Jersey, is a private company wholly owned by TRAC Intermodal LLC, which 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 (“NYSE”) as a public company in 1993 and was acquired and taken private by Seacastle in July 2007.

The accompanying Consolidated Financial Statements of TRAC Intermodal LLC and subsidiaries (the “Consolidated Financial Statements”) are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 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 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.

For the six months ended June 30, 2013 and 2012, approximately 73% and 79%, respectively, of the Company’s total revenues were earned from its top 25 customers. Beginning in 2011 and continuing to the present, certain of the Company’s shipping line customers changed to a business model in which they no longer provide chassis to motor carriers. Therefore, the Company is leasing marine chassis directly to 3,163 motor carriers whose per diem billing rates are generally higher than that of shipping lines and railroad customers. Motor carrier billings represented approximately 20% and 10% of the Company’s total revenues for the six months ended June 30, 2013 and 2012, respectively. As more shipping lines adopt this new business model, the Company anticipates growth in both the number of motor carrier customers and related billings.

The accompanying Consolidated Financial Statements, in the opinion of management, reflect all adjustments, consisting of only 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.  The interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes in the Company’s annual Consolidated Financial Statements for the year ended December 31, 2012 which are included in the Company’s Registration Statement Form S-4 under the Securities Act of 1933 filed with the United States Securities and Exchange Commission on May 20, 2013.

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Leasing Equipment

6 Months Ended

Jun. 30, 2013

Leasing Equipment

Leasing Equipment

4. Leasing Equipment

The following is a summary of leasing equipment recorded on the Consolidated Balance Sheets:

	June 30,			December 31,
	2013			2012
Total leasing equipment	$	1,717,536		$	1,634,393
Less accumulated depreciation	(334,962		)	(309,010		)
Leasing equipment, net of accumulated depreciation	$	1,382,574		$	1,325,383

Leasing equipment includes assets recorded under capital leases of $264,282 and $312,543 with accumulated depreciation of $54,809 and $60,938 at June 30, 2013 and December 31, 2012, respectively.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are 100% owned. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates.

Risk and Uncertainties

In the normal course of business, the Company encounters two significant types of economic risk: credit and market.

Credit risk is the risk of a lessee’s inability or unwillingness to make contractually required payments. The Company is subject to concentrations of credit risk with respect to amounts due from customers. The Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. For the six months ended June 30, 2013 and 2012, the Company earned approximately 55% and 59% of revenues from its top ten customers, respectively.

The Company’s largest customer accounted for approximately 9% of total revenues for both the six months ended June 30, 2013 and 2012, respectively. These revenues are included in the Marine Market segment. Based on balances due at June 30, 2013, the maximum amount of loss the Company would incur if this customer failed completely to perform according to the terms of their contracts would be approximately $6,000. While the Company believes that it has properly reserved for uncollectible accounts receivable, it is possible that the Company may experience longer collection cycles. Although the Company is not dependent on any one customer for more than 10% of its revenue, deterioration in credit quality of several of the Company’s major customers could have an adverse effect on its consolidated financial position and operating results. Management does not believe significant risk exists in connection with the Company’s concentrations of credit as of June 30, 2013.

The Company also has a concentration of credit within its direct finance lease portfolio. The Company’s top three customers account for approximately 86% of the outstanding principal at June 30, 2013, respectively. The Company does not record an allowance for credit losses associated with direct finance leases. If any of these 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, and present certain claims to its insurers of default losses. 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.

Market risk reflects the change in the value of derivatives and financings due to changes in interest rate spreads or other market factors, including the value of collateral underlying debt investments and financings. The Company believes that the carrying values of its investments and derivative obligations are reasonable taking into consideration these risks, along with estimated collateral values, payment histories and other relevant financial information.

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments having original maturities of three months or less at the time of purchase. These instruments are stated at cost, which approximates market value because of the short-term nature of the instruments.

Direct Finance Leases

Direct finance leases are recorded at the aggregated future minimum lease payments, including any bargain or economically compelled purchase options granted to the customer, less unearned income. The Company generally bears greater risk in operating lease transactions (versus direct finance lease transactions) due to redeployment costs and related risks that are avoided under a direct finance lease. Management performs annual reviews of the estimated residual values which can vary depending on a number of factors.

Leasing Equipment

Leasing equipment is primarily comprised of marine and domestic chassis.   All equipment is recorded at cost and depreciated to an estimated residual value on a straight-line basis over the estimated useful life of the equipment.

Estimated useful lives and residual values have been principally determined based on the Company’s historical disposal and utilization experience. The estimated useful lives and average residual values for the Company’s Leasing equipment from the date of manufacture are as follows:

	Useful Lives (Years)	Residual Values (in Dollars)
Chassis	17.5-22.5	$	2,600

The Company will continue to review its depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in its depreciation policies, useful lives of its equipment or the assigned residual values is warranted.

The Company recognizes repair and maintenance costs that do not extend the lives of the assets as incurred and includes such costs in Direct operating expenses in the Consolidated Statements of Operations. Also included in Depreciation of leasing equipment is the depreciation on assets recorded under capital leases.

Impairment of Leasing Equipment

In accordance with the Property, Plant and Equipment Topic of the Financial Accounting Standards Board, Accounting Standards Codification, (the “FASB ASC”), the Company reviews its leasing assets for impairment when events or changes in circumstances indicate that the carrying amount of the asset group as a whole may not be recoverable. If indicators of impairment are present, a determination is made as to whether the carrying value of the Company’s fleet exceeds its estimated future undiscounted cash flows. Impairment exists when the carrying value of leasing assets taken as a whole exceeds the sum of the related undiscounted cash flows. The Company’s review for impairment includes considering the existence of impairment indicators including third-party appraisals of its equipment, adverse changes in market conditions or the future utility of specific long-lived assets, shrinkage and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of its equipment.

When indicators of impairment suggest that the carrying value of its leasing assets may not be recoverable, the Company determines whether the impairment recognition criteria have been met by evaluating whether the carrying value of the leasing assets taken as a whole exceeds the related undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. The preparation of the related undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, and the residual value expected to be realized upon disposition of the assets, estimated downtime between re-leasing events and the amount of re-leasing costs.

If the Company determines that the carrying value may not be recoverable, it will assess the fair value of the assets. In determining the fair value of the assets, the Company considers market trends, published values for similar assets, recent transactions of similar assets and quotes from third-party appraisers. If the carrying amount of an asset group exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.

Property and Equipment

As of June 30, 2013, property and equipment is recorded at cost less accumulated depreciation. In accordance with the Property, Plant and Equipment Topic of the FASB ASC, the Company reduces the carrying amount for property and equipment that has been impaired to the estimated fair value at the impairment date. Property and equipment is included in Other assets in the Consolidated Balance Sheets. The Company capitalizes significant improvements and the Company charges repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. The Company removes the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognizes any resulting gain or loss upon the disposition of the assets.

The Company depreciates the cost of property and equipment over their estimated useful lives on a straight-line basis as follows: buildings—40 years; furniture and fixtures—3 to 7 years; computers and office equipment—3 to 5 years; and other property and equipment—3 to 10 years.

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with the Intangibles—Goodwill and Other Topic of the FASB ASC, goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management has determined that there are two reporting units, the Marine Market segment and the Domestic Market segment. For the purpose of testing goodwill for impairment, the goodwill balance has been assigned to these two reporting units using a relative fair value allocation approach.

The Company evaluates the recoverability of goodwill using a two-step impairment test approach. In the first step, the reporting units’ fair value is compared to its carrying value including goodwill. Fair value of the reporting unit is estimated using a discounted cash flow analysis which is based on current operating budgets and long-range projections. The assumptions for the projections are based on management’s historical experience, as well as their future expectations of market conditions. Estimated cash flows are discounted based on market comparable weighted-average cost of capital rates derived from the capital asset pricing model. The inputs to the model were primarily derived from publicly available market data. Although management uses the best estimates available, if actual results fall below the estimated budgets and long range projections used for the fair value calculation or cost of capital rates differ from the inputs used to calculate discounted cash flow, a different result could be obtained.

If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting units’ goodwill to the carrying value of the goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses, net of tax, if any, affecting Member’s Interest that, under U.S. GAAP, are excluded from net income. Such amounts include 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 and Mexican operations.

Share-Based Compensation

Certain key employees are the recipients of employment agreements that have restricted stock benefits. The Company has recognized compensation expense relating to these share-based awards in the Consolidated Statements of Operations based upon the fair value of the equity instruments at the time they were issued. The Company uses a straight-line method of accounting for the compensation expense on share-based payment awards that contain pro rata vesting provisions 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. The Company expects to settle with affiliates all management fees, including these awards, in cash.

Foreign Currency Translation

The net assets and results of operations of the Company’s foreign operations (primarily Canada) have been translated at the rates of exchange in effect at the respective period end for the Consolidated Balance Sheets and at a weighted-average of the exchange rates for the respective period for the Consolidated Statements of Operations. The effects of changes in exchange rates in translating the financial statements of foreign subsidiaries are included in the Consolidated Statements of Comprehensive Income and in

Accumulated other comprehensive loss on the Consolidated Balance Sheets. The Company has determined that the U.S. dollar is its functional currency; therefore, all gains and losses resulting from translating foreign currency transactions into the functional currency are included in income.

Management Services

In addition to leasing equipment which it owns or which it finances through capital lease obligations, the Company’s customers are turning to outside service companies to help them manage chassis that they own and lease. The Company offers management services through an internally developed proprietary software system, known as “PoolStat®”. During the period that the Company is managing the equipment for its customers, the Company earns a management fee. This fee income is recognized as services are rendered and is included in Other revenue in the Consolidated Statements of Operations.

Derivative Instruments and Hedging Activities

The Company accounted for derivative instruments in accordance with the Derivatives and Hedging Topic of the FASB ASC. The FASB ASC requires that all derivative instruments be recorded on the balance sheet at their fair value and establishes criteria for both the designation and effectiveness of hedging activities.

The Company had entered into derivative instruments in the form of interest rate swaps, which were used to reduce its interest rate risk. Through these interest rate swaps, the Company received floating rate payments in exchange for fixed rate payments, effectively converting its floating rate debt to a fixed rate. As a matter of policy, the Company does not enter into derivative instruments for speculative purposes.

The manner in which a derivative instrument is recorded depends on whether it qualifies for hedge accounting. The Company applied hedge accounting and designated and accounted for its interest rate swap contracts as cash flow hedges. For effective cash flow hedges, changes in fair value were deferred and recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets. The ineffective portion of cash flow hedges was recognized in earnings immediately and recorded in Interest expense in the Consolidated Statements of Operations. On August 9, 2012, in connection with the closing of the sale of the Original Notes and the asset based senior secured credit agreement (the “ABL Facility”) and the repayment of the Fortis Facility (as defined below), the Company terminated all of its interest rate derivatives. Balances in Accumulated comprehensive loss for terminated derivatives are being reclassified into earnings over the remaining life of the item previously hedged. Terminated interest rate derivatives are reviewed periodically to determine if the forecasted transaction remain probable of occurring. If the forecasted transactions were deemed remote, the related portion of the gain or loss associated with the terminated derivative included in Accumulated other comprehensive loss would be recognized in the Consolidated Statement of Operations immediately. On January 10, 2013, the Company entered into a new interest rate swap transaction with Deutsche Bank AG. See also Notes 8, 11 and 16 for further information.

Revenue Recognition

The Company’s primary sources of equipment leasing revenue are derived from operating leases and revenue earned on direct finance leases.

Revenue Recognition—Equipment Leasing Revenue

The Company generates equipment leasing revenue through short-term and long-term operating leases, principally with shipping lines and North American rail and trucking companies. In the majority of its transactions, the Company acts as the lessor of leasing equipment for a specified period of time and at a specified per diem rate. Revenue is recognized on a straight-line basis over the life of the respective lease. Subscription agreements typically contain periodic pricing and minimum chassis usage reset features. Revenue associated with such agreements is recognized on a straight line basis for committed quantities at contractual rates.

Revenue Recognition—Finance Revenue

The Company enters into direct finance leases as lessor of equipment that it owns. In most instances, the leases include a bargain purchase option which allows the customer to purchase the leased equipment at the end of the lease term. Net investment in direct finance leases represents the receivables due from lessees, net of unearned income. The lease payments are segregated into principal and interest components similar to a loan. Unearned income is recognized on an effective interest basis over the life of the lease term and is recorded as Finance revenue in the Consolidated Statements of Operations. The principal component of the lease payment is reflected as a reduction to the Net investment in direct finance leases.

Revenue Recognition—Other Revenue

Other revenue includes fees that the Company’s customers are contractually obligated to pay to return equipment to a leasable condition, fees for third-party positioning of equipment and scrap revenue generated from end of life chassis. When a lessee leases equipment from the Company, the lessee is contractually obligated to return the equipment in a leasable condition according to predetermined standards. Upon redelivery of the units, the Company charges the lessee for the expected cost to repair the equipment based on a repair survey performed at the depot. The Company charges the lessee based on this estimate and records maintenance and repair revenue at that time. In accordance with the Revenue—Revenue Recognition—Principal Agent Considerations Topic of the FASB ASC, the Company recognizes billings to customers for damages incurred and certain other pass-through costs as Other revenue in the Consolidated Statements of Operations. The Company recognizes gross revenues from these pass-through costs as the Company is the primary obligor with respect to purchasing goods and services from third parties. The Company generally has the discretion in selection of the repair service provider; and the Company generally has the credit risk because the services are purchased prior to reimbursement being received. In addition, Other revenue includes fees earned for providing chassis pool management services. Revenue is recognized as services are rendered.

Deferred Income

Deferred income includes cash received for advanced rental fees and advanced payments for future maintenance and repairs. The amounts received for the advanced rental fees are recognized as Equipment leasing revenue when earned, while the amounts received with respect to the maintenance and repairs are recognized as Other revenue when earned.

Direct Operating Expenses

Direct operating expenses are primarily related to costs incurred in relation to leasing equipment that is not being leased to a third-party (“off-hire equipment”) and for equipment in the Company’s chassis pools. These expenses primarily consist of costs to repair and maintain the equipment, to store the equipment when it is not on lease, to reposition the equipment for pick-up by a customer, and equipment rental related costs to meet customer demand. Repositioning costs incurred prior to the initial lease of the equipment are capitalized as a cost of the asset acquisition.

Provision for Doubtful Accounts

During 2012, certain of the Company’s shipping line customers began migrating away from providing chassis as an integral part of their transportation related services. As a result, the Company is providing a greater number of chassis directly to motor carriers who represent a higher credit risk than the Company’s traditional customer base. Notwithstanding this change, the Company’s methodology for assessing the adequacy of the provision for doubtful accounts has not changed significantly.

The Company determines the provision for doubtful accounts based on its assessment of the collectability of its receivables. The Company identifies these accounts based on two methods: (1) a customer-by-customer basis and (2) an allowance method. In the first method, the Company reviews certain accounts based on size, payment history and third-party credit reports and places a likelihood of default percentage on each account individually. For the remaining receivable balance, the Company applies a delinquency factor based on prior history which represents the Company’s best estimate of those accounts that will become uncollectible. Changes in economic conditions may require a re-assessment of the risk and could result in increases or decreases in the allowance for doubtful accounts.

Sales of Leasing Equipment

Sales of leasing equipment consist of sales of equipment to third parties, as well as billings to customers for lost or damaged equipment. The Company records the gains and losses from the sales of leasing equipment as part of Other income, net in the Consolidated Statements of Operations. Gains and losses are recognized upon completion of the sale based upon the sales price and the book value of the equipment. For the three and six months ended June 30, 2013, the Company recorded net gains of $1,179 and $1,253, respectively.  This compares to net gains of $45 and $185, respectively, for the three and six months ended June 30, 2012.

Provision (Benefit) for Income Taxes

The Company’s results of operations and financial position are prepared on a stand-alone basis. The Company is a Limited Liability Company with a single member and therefore has recorded a provision for U.S. income taxes.

Income taxes have been provided based upon the tax laws and rates in countries in which the Company’s operations are conducted and income is earned. The Company’s chassis leasing business is domiciled in the United States and, therefore, its income is subject to United States taxation. The provision (benefits) for income taxes recorded relates to the income earned by certain of the Company’s subsidiaries, which are located in or have earned income in jurisdictions that impose income taxes, primarily in the United States. The Company is also subject to income tax in Canada and Mexico.

New Accounting Standards

Adopted in 2013

In February 2013, the FASB issued authoritative guidance on accounting for Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to present the effect of certain significant reclassifications out of accumulated other comprehensive income on respective line items in net income. The amendments in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2013-02 is effective prospectively for fiscal years beginning after December 15, 2012 for public companies.  The Company adopted ASU 2013-02 as of January 1, 2013. As ASU 2013-02 requires additional presentation only, there is no impact to the Company’s consolidated results of operations or financial position.

No other new accounting pronouncements issued or effective during 2013 had or are expected to have a material impact on the Company’s Consolidated Financial Statements.

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Leasing Activity (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Leasing Activity
Cost to lessor	$ 0
Contingent rental, operating leases	0	0
Contingent rental, direct finance leases	0	0
Future minimum lease revenue
2013	33,967
2014	50,925
2015	31,252
2016	16,070
2017	3,575
Thereafter	5,120
Total	140,909
Guaranteed and unguaranteed residual values	12,374		15,611
Total Lease Receivables
2013, Total	3,953
2014, Total	9,319
2015, Total	5,127
2016, Total	4,229
2017, Total	10,729
Thereafter, Total	2,976
Total	36,333		56,802
Unearned Lease Income
2013	1,427
2014	2,357
2015	1,711
2016	1,354
2017	625
Thereafter	785
Total	8,259		16,073
Net Lease Receivables
2013	2,526
2014	6,962
2015	3,416
2016	2,875
2017	10,104
Thereafter	2,191
Total	$ 28,074	$ 50,677	$ 40,729

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Leasing Activity (Tables)

6 Months Ended

Jun. 30, 2013

Leasing Activity

Schedule of the estimated future minimum lease revenue

At June 30, 2013, future minimum lease revenue under these agreements is estimated as follows:

2013	$	33,967
2014	50,925
2015	31,252
2016	16,070
2017	3,575
Thereafter	5,120
	$	140,909

Schedule of the receivables under direct finance leases collectible through 2022

At June 30, 2013, receivables under these direct finance leases are collectible through 2022 as follows:

	Total Lease Receivables		Unearned Lease Income		Net Lease Receivables
2013	$	3,953	$	1,427	$	2,526
2014	9,319		2,357		6,962
2015	5,127		1,711		3,416
2016	4,229		1,354		2,875
2017	10,729		625		10,104
Thereafter	2,976		785		2,191
	$	36,333	$	8,259	$	28,074

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Loss

Schedule of components of Accumulated comprehensive loss, net of tax

	Unrealized Losses on Derivative Instruments		Net Derivative Loss to be Reclassified into Earnings			Foreign Currency Translation			Total Accumulated Other Comprehensive Loss
Balance, December 31, 2012	$	—	$	(52,430	)	$	454		$	(51,976	)
Current-period other comprehensive (loss) income	2,775		6,223			(333		)	8,665
Balance, June 30, 2013	$	2,775	$	(46,207	)	$	121		$	(43,311	)

Schedule of the effects of reclassifications out of AOCI and into the Consolidated Statement of Income

	Income Statement Line Item	Three Months Ended June 30, 2013			Six Months Ended June 30, 2013
Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives	Interest Expense	$	5,031		$	10,248
Related income tax benefit	Benefit for income taxes	(1,976		)	(4,025		)
Net loss reclassified out of AOCI		$	3,055		$	6,223

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Description of the Business and Basis of Presentation (Details) (USD $)	6 Months Ended					0 Months Ended	6 Months Ended
	Jun. 30, 2013 Item	Jun. 30, 2013 Top 25 customers Company's total revenues Share of revenues Item	Jun. 30, 2012 Top 25 customers Company's total revenues Share of revenues Item	Jun. 30, 2013 Motor carriers Company's total revenues Share of revenues Item	Jun. 30, 2012 Motor carriers Company's total revenues Share of revenues	Jul. 05, 2013 Senior Secured Notes Unregistered Original Notes	Jun. 30, 2013 Interpool
Description of the business and basis of presentation
Number of chassis and units available for remanufacture which are owned, leased-in and managed by the entity	306,009
Net book value of owned equipment	$ 1,410,000,000
Percentage ownership of subsidiaries with indebtedness guaranteed by the parent							100.00%
Aggregate principal amount of the Original Notes validly tendered under exchange offer						$ 300,000,000
Percentage of principal amount of the outstanding Original Notes tendered						100.00%
Number of industries in which the entity and its subsidiaries conduct business	1
Number of reportable segments	2
Percentage of the Company's total revenues		73.00%	79.00%	20.00%	10.00%
Number of customers		25	25	3,163

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Share-Based Payments (Details 2) (SCT Chassis, Inc., Interpool, USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
SCT Chassis, Inc. | Interpool
Share repurchases
Number of shares repurchased	56,373
Cost of shares repurchased	$ 470

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Lease Commitments
Minimum rental commitment under operating leases	$ 13,076
Leasing equipment
Purchase Commitments
Capital expenditures	$ 11,612

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Borrowings (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended		12 Months Ended			6 Months Ended				0 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 Senior Secured 11% Notes	Dec. 31, 2012 Senior Secured 11% Notes	Jun. 30, 2013 ABL Facility	Dec. 31, 2012 ABL Facility	Jun. 30, 2013 Loans Payable CIMC	Dec. 31, 2012 Loans Payable CIMC	Jan. 14, 2013 Capital lease obligations Item	Jun. 30, 2013 Capital lease obligations	Dec. 31, 2012 Capital lease obligations
Borrowings
Total debt	$ 1,146,243		$ 1,108,397	$ 300,000	$ 300,000	$ 675,000	$ 609,000	$ 20,409	$ 21,513		$ 150,834	$ 177,884
Less current maturities	(38,115)		(25,884)
Long-term debt, less current maturities	1,108,128		1,082,513
Interest rate (as a percent)				11.00%
Weighted average interest rate (as a percent)	6.19%	6.19%	6.23%
Number of purchase options exercised under capital lease										2
Exercise of early purchase options, payment to lender										16,702
Increase in committed funds						65,000
Total commitment by lenders						$ 910,000

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Consolidated Balance Sheets
Accounts receivable, allowance	$ 10,420	$ 7,325
Leasing equipment, accumulated depreciation	$ 334,962	$ 309,010

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Borrowings

6 Months Ended

Jun. 30, 2013

Borrowings

Borrowings

7. Borrowings

The following is a summary of the Company’s borrowings:

	June 30,			December 31,
	2013			2012
Senior Secured 11% Notes	$	300,000		$	300,000
ABL Facility	675,000			609,000
Loans Payable CIMC	20,409			21,513
Capital lease obligations	150,834			177,884
Total debt	1,146,243			1,108,397
Less current maturities	(38,115		)	(25,884		)
Long-term debt, less current maturities	$	1,108,128		$	1,082,513

The Company’s debt consisted of notes, loans and capital lease obligations payable in varying amounts through 2021, with a weighted-average interest rate of 6.23% for the year ended December 31, 2012.  For both the six months ended June 30, 2013 and 2012, the weighted-average interest rate was 6.19%. The weighted-average interest rates disclosed are calculated as “all-in” rates which include interest expense and amortization of agents’ fees and deferred financing fees.

On January 14, 2013, the Company exercised two separate early purchase options of equipment under capital leases. The Company paid the lender $16,702 inclusive of the final rental payment. These transactions closed on March 1, 2013.

During the six months ended June 30, 2013, the Company amended the asset-backed credit facility entered into on August 9, 2012 (the “ABL Facility”) among the loan parties listed therein, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent for a $65,000 increase in committed funds bringing the total commitment by lenders to $910,000. Fees paid in connection with this amendment were immaterial and will be amortized over the remaining life of the loan.  See Note 18 to the Consolidated Financial Statements.

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Consolidated Statements of Comprehensive Income (Loss)
Net (loss) income	$ (1,233)	$ 36	$ (1,668)	$ 1,561
Unrealized gain (loss) on derivative instruments, net of tax of ($1,975) and $1,741 and ($1,795) and $1,126, respectively	3,054	(2,644)	2,775	(1,710)
Derivative loss reclassified into earnings, net of tax of ($1,976) and ($292) and ($4,025) and ($628), respectively	3,055	443	6,223	952
Foreign currency translation loss, net of tax of $119 and $120 and $221 and ($85), respectively	(178)	(186)	(333)	(24)
Total other comprehensive income (loss), net of tax	5,931	(2,387)	8,665	(782)
Total comprehensive income (loss)	$ 4,698	$ (2,351)	$ 6,997	$ 779

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Defined Contribution Plan (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Defined Contribution Plan
Matching contributions equal to the percentage of the employee's contribution			100.00%
Maximum employee contribution as a percentage of the employee's compensation			6.00%
Contribution to the plan	$ 367	$ 279	$ 714	$ 560

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 6,359	$ 26,556
Accounts receivable, net of allowance of $10,420 and $7,325, respectively	106,086	80,620
Net investment in direct finance leases	28,074	40,729
Leasing equipment, net of accumulated depreciation of $334,962 and $309,010, respectively	1,382,574	1,325,383
Fair value of derivative instruments	4,610
Goodwill	251,907	251,907
Other assets	45,860	43,268
Total assets	1,825,470	1,768,463
Liabilities:
Accounts payable	15,224	10,270
Accrued expenses and other liabilities	40,033	37,045
Deferred income	73	275
Deferred income taxes	77,909	73,569
Debt and capital lease obligations:
Due within one year	38,115	25,884
Due after one year	1,108,128	1,082,513
Total debt and capital lease obligations	1,146,243	1,108,397
Total liabilities	1,279,482	1,229,556
Commitments and contingencies (Note 9)
Member's interest:
Member's interest	589,299	590,883
Accumulated other comprehensive loss	(43,311)	(51,976)
Total member's interest	545,988	538,907
Total liabilities and member's interest	$ 1,825,470	$ 1,768,463

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Taxes
(Benefit) provision for income taxes	$ (821)	$ 26	$ (1,136)	$ 1,154
Effective tax rate (as a percent)	40.00%	41.90%	40.50%	42.50%
Unrecognized tax benefits	144		144
Unrecognized tax benefits that may change within 12 months	$ 144		$ 144

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Leasing Equipment (Tables)

6 Months Ended

Jun. 30, 2013

Leasing Equipment

Summary of the leasing equipment

	June 30,			December 31,
	2013			2012
Total leasing equipment	$	1,717,536		$	1,634,393
Less accumulated depreciation	(334,962		)	(309,010		)
Leasing equipment, net of accumulated depreciation	$	1,382,574		$	1,325,383

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2013

Fair Value of Financial Instruments

Fair Value of Financial Instruments

16. 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 of June 30,		Fair Value Measurement as of June 30, 2013 using Fair Value Hierarchy
	2013		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	6,359	$	6,359	$	—	$	—
Derivative instruments (a)	4,610		—		4,610		—

	Fair Value as of December 31,		Fair Value Measurement as of December 31, 2012 using Fair Value Hierarchy
	2012		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	26,556	$	26,556	$	—	$	—
Liabilities:
Derivative instruments (b)	—		—		—		—

(a) On January 10, 2013, the Company entered into an interest rate swap transaction which effectively converts $300,000 of variable rate debt based upon LIBOR into a fixed rate instrument.  See Note 7 and Note 8.

(b) The Company terminated all interest rate derivatives on August 9, 2012 in connection with the closing of the sale of the Original Notes and the ABL Facility and repayment of the Fortis Facility.  See Note 8.

Cash and cash equivalents:  Cash and cash equivalents include all cash balances and highly liquid investments having original maturities of three months or less at the time of purchase. 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.

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 $399,544 as of June 30, 2013 and $634,899 as of December 31, 2012. Accordingly, the Company’s variable rate debt approximates market value for similar instruments at the respective dates. The Company had fixed rate debt of $746,699 as of June 30, 2013 and $473,498 as of December 31, 2012. In order to estimate the fair value of its fixed rate debt, where quoted market prices were not available, the Company valued the instruments using a present value discounted cash flow analysis with a discount rate approximating current market rates of similar term debt at the end of each period. The discount rate used in the present value calculation was 6.16% at June 30, 2013 and 5.46% at December 31, 2012.  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:

	June 30, 2013						December 31, 2012
	Carrying Amount of Asset (Liability)			Fair Value of Asset (Liability)			Carrying Amount of Asset (Liability)			Fair Value of Asset (Liability)
Total debt and capital lease obligations	$	(1,146,243	)	$	(1,142,823	)	$	(1,108,397	)	$	(1,106,875	)

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Goodwill (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 Item	Dec. 31, 2012	Jun. 30, 2013 Marine Market segment	Dec. 31, 2012 Marine Market segment	Jun. 30, 2012 Marine Market segment	Jun. 30, 2013 Domestic Market segment	Dec. 31, 2012 Domestic Market segment	Jun. 30, 2012 Domestic Market segment
Goodwill
Number of reportable units	2
Goodwill
Goodwill	$ 251,907	$ 251,907	$ 134,019		$ 134,019	$ 117,888		$ 117,888
Accumulated impairment losses	$ 0
Percentage by which segment exceeds carrying value				25.00%			66.00%

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Share-Based Payments (Details) (Restricted shares, SCT Chassis, Inc., USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restricted shares | SCT Chassis, Inc.
Shares
Non-vested at the beginning of the period (in shares)			451,360
Granted (in shares)			49,169
Vested (in shares)			(142,316)
Non-vested at the end of the period (in shares)	358,213		358,213
Weighted-Average Grant Date Fair Value per share
Non-vested at the beginning of the period (in dollars per share)			$ 6.29
Granted (in dollars per share)			$ 7.36
Vested (in dollars per share)			$ 6.38
Non-vested at the end of the period (in dollars per share)	$ 6.39		$ 6.39
Fair Value of Shares at Grant Date
Non-vested at the beginning of the period (in dollars)			$ 2,837
Granted (in dollars)			362
Vested (in dollars)			(908)
Non-vested at the end of the period (in dollars)	2,291		2,291
Share based compensation expense	252	879	533	879
Unrecognized compensation expense	$ 1,757		$ 1,757
Remaining weighted-average vesting period over which the total unrecognized compensation cost is expected to be recognized			1 year 10 months 24 days

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Summary of Significant Accounting Policies (Details 2) (Chassis, USD $)	6 Months Ended
	Jun. 30, 2013
Minimum
Leasing equipment
Useful lives	17 years 6 months
Maximum
Leasing equipment
Useful lives	22 years 6 months
Average
Leasing equipment
Residual values	$ 2,600

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value of Financial Instruments

Schedule of valuation of the Company's financial assets and liabilities measured at fair value on a recurring basis by the input levels

	Fair Value as of June 30,		Fair Value Measurement as of June 30, 2013 using Fair Value Hierarchy
	2013		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	6,359	$	6,359	$	—	$	—
Derivative instruments (a)	4,610		—		4,610		—

	Fair Value as of December 31,		Fair Value Measurement as of December 31, 2012 using Fair Value Hierarchy
	2012		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	26,556	$	26,556	$	—	$	—
Liabilities:
Derivative instruments (b)	—		—		—		—

(a) On January 10, 2013, the Company entered into an interest rate swap transaction which effectively converts $300,000 of variable rate debt based upon LIBOR into a fixed rate instrument.  See Note 7 and Note 8.

(b) The Company terminated all interest rate derivatives on August 9, 2012 in connection with the closing of the sale of the Original Notes and the ABL Facility and repayment of the Fortis Facility.  See Note 8.

Schedule of carrying amounts and fair values of the Company's financial instruments

	June 30, 2013						December 31, 2012
	Carrying Amount of Asset (Liability)			Fair Value of Asset (Liability)			Carrying Amount of Asset (Liability)			Fair Value of Asset (Liability)
Total debt and capital lease obligations	$	(1,146,243	)	$	(1,142,823	)	$	(1,108,397	)	$	(1,106,875	)

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Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2013

Guarantor Financial Information

Condensed Consolidating Balance Sheet

June 30, 2013

	Company Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	6,227	$	132	$	—		$	6,359
Accounts receivable, net	—		105,180		906		—			106,086
Net investment in direct finance leases	—		38,908		—		(10,834		)	28,074
Leasing equipment, net of accumulated depreciation	—		1,368,837		13,737		—			1,382,574
Fair value of derivative instrument	—		4,610		—		—			4,610
Goodwill	—		251,907		—		—			251,907
Affiliate and intercompany receivable	—		7,037		—		(5,394		)	1,643
Intercompany interest receivable	12,467		—		—		(12,467		)	—
Intercompany note receivable	300,000		—		—		(300,000		)	—
Investment in subsidiary	545,988		2,950		—		(548,938		)	—
Other assets	—		43,023		1,194		—			44,217
Total assets	$	858,455	$	1,828,679	$	15,969	$	(877,633	)	$	1,825,470
Liabilities and member’s interest
Accounts payable, accrued expenses and other liabilities	$	12,467	$	42,584	$	206	$	—		$	55,257
Intercompany payable	—		—		990		(990		)	—
Intercompany note payable	—		300,000		—		(300,000		)	—
Intercompany interest payable	—		12,467		—		(12,467		)	—
Intercompany lease payable	—		—		10,834		(10,834		)	—
Deferred income	—		73		—		—			73
Deferred income taxes	—		76,920		989		—			77,909
Debt and capital lease obligations	300,000		846,243		—		—			1,146,243
Total liabilities	312,467		1,278,287		13,019		(324,291		)	1,279,482
Total member’s interest	545,988		550,392		2,950		(553,342		)	545,988
Total liabilities and member’s interest	$	858,455	$	1,828,679	$	15,969	$	(877,633	)	$	1,825,470

December 31, 2012

	Company Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	25,837	$	719	$	—		$	26,556
Accounts receivable, net	—		80,024		596		—			80,620
Net investment in direct finance leases	—		52,310		—		(11,581		)	40,729
Leasing equipment, net of accumulated depreciation	—		1,311,098		14,285		—			1,325,383
Goodwill	—		251,907		—		—			251,907
Affiliate and intercompany receivable	—		7,274		—		(5,578		)	1,696
Intercompany interest receivable	13,017		—		—		(13,017		)	—
Intercompany note receivable	300,000		—		—		(300,000		)	—
Investment in subsidiary	538,907		2,876		—		(541,783		)	—
Other assets	—		40,333		1,239		—			41,572
Total assets	$	851,924	$	1,771,659	$	16,839	$	(871,959	)	$	1,768,463
Liabilities and member’s interest
Accounts payable, accrued expenses and other liabilities	$	13,017	$	34,078	$	220	$	—		$	47,315
Intercompany payable	—		—		1,175		(1,175		)	—
Intercompany note payable	—		300,000		—		(300,000		)	—
Intercompany interest payable	—		13,017		—		(13,017		)	—
Intercompany lease payable	—		—		11,581		(11,581		)	—
Deferred income	—		275		—		—			275
Deferred income taxes	—		72,582		987		—			73,569
Debt and capital lease obligations	300,000		808,397		—		—			1,108,397
Total liabilities	313,017		1,228,349		13,963		(325,773		)	1,229,556
Total member’s interest	538,907		543,310		2,876		(546,186		)	538,907
Total liabilities and member’s interest	$	851,924	$	1,771,659	$	16,839	$	(871,959	)	$	1,768,463

Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income

For The Three Months Ended June 30, 2013

	Company Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	126,311		$	800		$	(79	)	$	127,032
Direct operating expenses	—			73,183			10			—			73,193
Selling, general and administrative expenses	—			13,575			172			—			13,747
Depreciation expense	—			17,521			168			—			17,689
Provision for doubtful accounts	—			2,551			—			—			2,551
Impairment of leasing equipment	—			431			—			—			431
Loss on retirement of debt	—			248			—			—			248
Interest expense	8,250			22,687			83			(8,332		)	22,688
Interest income	(8,250		)	(272		)	—			8,253			(269		)
Equity in earnings of subsidiary	1,233			(315		)	—			(918		)	—
Other income, net	—			(1,191		)	(1		)	—			(1,192		)
Total expenses	1,233			128,418			432			(997		)	129,086
(Loss) income before (benefit) provision for income taxes	(1,233		)	(2,107		)	368			918			(2,054		)
(Benefit) provision for income taxes	—			(874		)	53			—			(821		)
Net (loss) income	(1,233		)	(1,233		)	315			918			(1,233		)
Unrealized gain (loss) on derivative instruments, net of tax of ($1,975)	—			3,054			—			—			3,054
Derivative loss reclassified into earnings, net of tax of ($1,976)	—			3,055			—			—			3,055
Foreign currency translation gain (loss), net of tax of $119	—			(178		)	—			—			(178		)
Total other comprehensive income	—			5,931			—			—			5,931
Total comprehensive (loss) income	$	(1,233	)	$	4,698		$	315		$	918		$	4,698

For The Six Months Ended June 30, 2013

	Company Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	243,502		$	1,591		$	(162	)	$	244,931
Direct operating expenses	—			134,175			21			—			134,196
Selling, general and administrative expenses	—			26,846			415			—			27,261
Depreciation expense	—			34,626			337			—			34,963
Provision for doubtful accounts	—			4,707			—			—			4,707
Impairment of leasing equipment	—			2,564			—			—			2,564
Loss on retirement of debt	—			895			—			—			895
Interest expense	16,500			45,408			169			(16,667		)	45,410
Interest income	(16,500		)	(276		)	—			16,505			(271		)
Equity in earnings of subsidiary	1,668			(436		)	—			(1,232		)	—
Other income, net	—			(1,985		)	(5		)	—			(1,990		)
Total expenses	1,668			246,524			937			(1,394		)	247,735
(Loss) income before (benefit) provision for income taxes	(1,668		)	(3,022		)	654			1,232			(2,804		)
(Benefit) provision for income taxes	—			(1,354		)	218			—			(1,136		)
Net (loss) income	(1,668		)	(1,668		)	436			1,232			(1,668		)
Unrealized gain (loss) on derivative instruments, net of tax of ($1,795)	—			2,775			—			—			2,775
Derivative loss reclassified into earnings, net of tax of ($4,025)	—			6,223			—			—			6,223
Foreign currency translation gain (loss), net of tax of $221	—			(333		)	—			—			(333		)
Total other comprehensive income	—			8,665			—			—			8,665
Total comprehensive (loss) income	$	(1,668	)	$	6,997		$	436		$	1,232		$	6,997

For The Three Months Ended June 30, 2012

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—	$	95,219		$	689		$	(90	)	$	95,818
Direct operating expenses	—		50,583			7			—			50,590
Selling, general and administrative expenses	—		11,776			71			—			11,847
Depreciation expense	—		16,307			170			—			16,477
Provision for doubtful accounts	—		698			—			—			698
Impairment of leasing equipment	—		617			—			—			617
Loss on retirement of debt	—		128			—			—			128
Interest expense	—		15,820			90			(90		)	15,820
Interest income	—		(6		)	—			—			(6		)
Equity in earnings of subsidiary	—		(556		)	—			556			—
Other income, net	—		(35		)	(380		)	—			(415		)
Total expenses	—		95,332			(42		)	466			95,756
(Loss) income before (benefit) provision for income taxes	—		(113		)	731			(556		)	62
(Benefit) provision for income taxes	—		(149		)	175			—			26
Net income (loss)	—		36			556			(556		)	36
Unrealized gain (loss) on derivative instruments, net of tax of $1,741	—		(2,644		)	—			—			(2,644		)
Derivative loss reclassified into earnings, net of tax of ($292)	—		443			—			—			443
Foreign currency translation gain (loss), net of tax of $120	—		(186		)	—			—			(186		)
Total other comprehensive loss	—		(2,387		)	—			—			(2,387		)
Total comprehensive (loss) income	$	—	$	(2,351	)	$	556		$	(556	)	$	(2,351	)

For The Six Months Ended June 30, 2012

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—	$	188,047		$	1,106		$	(139	)	$	189,014
Direct operating expenses	—		94,890			19			—			94,909
Selling, general and administrative expenses	—		22,955			89			—			23,044
Depreciation expense	—		32,730			271			—			33,001
Provision for doubtful accounts	—		1,813			—			—			1,813
Impairment of leasing equipment	—		1,992			—			—			1,992
Loss on retirement of debt	—		149			—			—			149
Interest expense	—		31,963			139			(139		)	31,963
Interest income	—		(21		)	—			—			(21		)
Equity in earnings of subsidiary	—		(688		)	—			688			—
Other income, net	—		(174		)	(377		)	—			(551		)
Total expenses	—		185,609			141			549			186,299
Income (loss) before provision for income taxes	—		2,438			965			(688		)	2,715
Provision for income taxes	—		877			277			—			1,154
Net income (loss)	—		1,561			688			(688		)	1,561
Unrealized gain (loss) on derivative instruments, net of tax of $1,126	—		(1,710		)	—			—			(1,710		)
Derivative loss reclassified into earnings, net of tax of ($628)	—		952			—			—			952
Foreign currency translation gain (loss), net of tax of ($85)	—		(24		)	—			—			(24		)
Total other comprehensive loss	—		(782		)	—			—			(782		)
Total comprehensive income (loss)	$	—	$	779		$	688		$	(688	)	$	779

Condensed Consolidating Statement of Cash Flows

For The Six Months Ended June 30, 2013

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	27,485		$	(586	)	$	1,376		$	28,275
Investing activities:
Proceeds from sale of leasing equipment	—		5,036			—			—			5,036
Collections on net investment in direct finance leases, net of interest earned	—		4,237			—			(1,376		)	2,861
Purchase of leasing equipment	—		(88,726		)	—			—			(88,726		)
Purchase of fixed assets	—		(2,339		)	—			—			(2,339		)
Net cash used in investing activities	—		(81,792		)	—			(1,376		)	(83,168		)
Financing activities:
Proceeds from long-term debt	—		86,000			—			—			86,000
Repayment of long-term debt	—		(48,824		)	—			—			(48,824		)
Cash paid for debt issuance fees	—		(1,769		)	—			—			(1,769		)
Repurchase of shares from employees	—		(470		)	—			—			(470		)
Net cash provided by financing activities	—		34,937			—			—			34,937
Effect of changes in exchange rates on cash and cash equivalents	—		(241		)	—			—			(241		)
Net decrease in cash and cash equivalents	—		(19,611		)	(586		)	—			(20,197		)
Cash and cash equivalents, beginning of period	—		25,838			718			—			26,556
Cash and cash equivalents, end of period	$	—	$	6,227		$	132		$	—		$	6,359

For The Six Months Ended June 30, 2012

	Company Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	39,274		$	790		$	(693	)	$	39,371
Investing activities:
Proceeds from sale of leasing equipment	—		1,538			—			—			1,538
Collections on net investment in direct finance leases, net of interest earned	—		3,885			—			—			3,885
Purchase of leasing equipment	—		(16,209		)	—			—			(16,209		)
Purchase of fixed assets	—		(430		)	—			—			(430		)
Net cash used in investing activities	—		(11,216		)	—			—			(11,216		)
Financing activities:
Proceeds from long-term debt	—		10,765			—			—			10,765
Repayment of long-term debt	—		(42,237		)	—			—			(42,237		)
Cash paid for debt issuance fees	—		(261		)	—			—			(261		)
Dividend paid	—		—			(693		)	693			—
Capital contribution from parent	—		3,334			—			—			3,334
Investment in parent	—		(3,334		)	—			—			(3,334		)
Repurchase of shares from employees	—		(277		)	—			—			(277		)
Net cash (used in) provided by financing activities	—		(32,010		)	(693		)	693			(32,010		)
Effect of changes in exchange rates on cash and cash equivalents	—		(6		)	—			—			(6		)
Net (decrease) increase in cash and cash equivalents	—		(3,958		)	97			—			(3,861		)
Cash and cash equivalents, beginning of period	—		27,835			1,170			—			29,005
Cash and cash equivalents, end of period	$	—	$	23,877		$	1,267		$	—		$	25,144

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Goodwill

6 Months Ended

Jun. 30, 2013

Goodwill

Goodwill

6. Goodwill

Management has determined that the Company has two reporting units, the Marine Market segment and the Domestic Market segment. For the purpose of testing goodwill for impairment, the goodwill balance has been assigned to these two reporting units using a relative fair value allocation approach. The goodwill balance for the Marine Market segment was $134,019 at both June 30, 2013 and 2012. The goodwill balance for the Domestic Market segment was $117,888 at both June 30, 2013 and 2012. At June 30, 2013, there are no accumulated impairment losses related to Goodwill.

The Marine Market segment exceeded its carrying value by approximately 25% while the Domestic Market segment exceeded its carrying value by approximately 66% as of December 31, 2012.

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Guarantor Financial Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	$ 127,032	$ 95,818	$ 244,931	$ 189,014
Direct operating expenses	73,193	50,590	134,196	94,909
Selling, general and administrative expenses	13,747	11,847	27,261	23,044
Depreciation expense	17,689	16,477	34,963	33,001
Provision for doubtful accounts	2,551	698	4,707	1,813
Impairment of leasing equipment	431	617	2,564	1,992
Loss on retirement of debt	248	128	895	149
Interest expense	22,688	15,820	45,410	31,963
Interest income	(269)	(6)	(271)	(21)
Other income, net	(1,192)	(415)	(1,990)	(551)
Total expenses	129,086	95,756	247,735	186,299
(Loss) income before (benefit) provision for income taxes	(2,054)	62	(2,804)	2,715
(Benefit) provision for income taxes	(821)	26	(1,136)	1,154
Net (loss) income	(1,233)	36	(1,668)	1,561
Unrealized gain (loss) on derivative instruments, net of tax	3,054	(2,644)	2,775	(1,710)
Derivative loss reclassified into earnings, net of tax	3,055	443	6,223	952
Foreign currency translation gain (loss), net of tax	(178)	(186)	(333)	(24)
Total other comprehensive income (loss), net of tax	5,931	(2,387)	8,665	(782)
Total comprehensive income (loss)	4,698	(2,351)	6,997	779
Consolidated Statements of Comprehensive Income (Parenthetical)
Unrealized gain (loss) on derivative instruments, tax	(1,975)	1,741	(1,795)	1,126
Derivative loss reclassified into earnings, tax	(1,976)	(292)	(4,025)	(628)
Foreign currency translation loss, tax	119	120	221	(85)
Eliminations
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	(79)	(90)	(162)	(139)
Interest expense	(8,332)	(90)	(16,667)	(139)
Interest income	8,253		16,505
Equity in earnings of subsidiary	(918)	556	(1,232)	688
Total expenses	(997)	466	(1,394)	549
(Loss) income before (benefit) provision for income taxes	918	(556)	1,232	(688)
Net (loss) income	918	(556)	1,232	(688)
Total comprehensive income (loss)	918	(556)	1,232	(688)
Company Parent | Reportable
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Interest expense	8,250		16,500
Interest income	(8,250)		(16,500)
Equity in earnings of subsidiary	1,233		1,668
Total expenses	1,233		1,668
(Loss) income before (benefit) provision for income taxes	(1,233)		(1,668)
Net (loss) income	(1,233)		(1,668)
Total comprehensive income (loss)	(1,233)		(1,668)
Guarantor Subsidiaries | Reportable
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	126,311	95,219	243,502	188,047
Direct operating expenses	73,183	50,583	134,175	94,890
Selling, general and administrative expenses	13,575	11,776	26,846	22,955
Depreciation expense	17,521	16,307	34,626	32,730
Provision for doubtful accounts	2,551	698	4,707	1,813
Impairment of leasing equipment	431	617	2,564	1,992
Loss on retirement of debt	248	128	895	149
Interest expense	22,687	15,820	45,408	31,963
Interest income	(272)	(6)	(276)	(21)
Equity in earnings of subsidiary	(315)	(556)	(436)	(688)
Other income, net	(1,191)	(35)	(1,985)	(174)
Total expenses	128,418	95,332	246,524	185,609
(Loss) income before (benefit) provision for income taxes	(2,107)	(113)	(3,022)	2,438
(Benefit) provision for income taxes	(874)	(149)	(1,354)	877
Net (loss) income	(1,233)	36	(1,668)	1,561
Unrealized gain (loss) on derivative instruments, net of tax	3,054	(2,644)	2,775	(1,710)
Derivative loss reclassified into earnings, net of tax	3,055	443	6,223	952
Foreign currency translation gain (loss), net of tax	(178)	(186)	(333)	(24)
Total other comprehensive income (loss), net of tax	5,931	(2,387)	8,665	(782)
Total comprehensive income (loss)	4,698	(2,351)	6,997	779
Non-Guarantor Subsidiaries | Reportable
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income
Total revenue	800	689	1,591	1,106
Direct operating expenses	10	7	21	19
Selling, general and administrative expenses	172	71	415	89
Depreciation expense	168	170	337	271
Interest expense	83	90	169	139
Other income, net	(1)	(380)	(5)	(377)
Total expenses	432	(42)	937	141
(Loss) income before (benefit) provision for income taxes	368	731	654	965
(Benefit) provision for income taxes	53	175	218	277
Net (loss) income	315	556	436	688
Total comprehensive income (loss)	$ 315	$ 556	$ 436	$ 688

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Borrowings (Tables)

6 Months Ended

Jun. 30, 2013

Borrowings

Schedule of the Company's borrowings

	June 30,			December 31,
	2013			2012
Senior Secured 11% Notes	$	300,000		$	300,000
ABL Facility	675,000			609,000
Loans Payable CIMC	20,409			21,513
Capital lease obligations	150,834			177,884
Total debt	1,146,243			1,108,397
Less current maturities	(38,115		)	(25,884		)
Long-term debt, less current maturities	$	1,108,128		$	1,082,513

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Leasing Equipment (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012
Leasing Equipment
Total leasing equipment	$ 1,717,536	$ 1,634,393
Less accumulated depreciation	(334,962)	(309,010)
Leasing equipment, net of accumulated depreciation	1,382,574	1,325,383	1,276,512
Assets recorded under capital leases
Capital leases assets	264,282	312,543
Accumulated depreciation of capital leases assets	$ 54,809	$ 60,938

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies

Commitments and Contingencies

9.  Commitments and Contingencies

Purchase Commitments

At June 30, 2013, commitments for capital expenditures for leasing equipment totaled approximately $11,612, all of which was committed for 2013.

Lease Commitments

The Company is party to various operating leases relating to office facilities and certain other equipment with various expiration dates through 2019. All leasing arrangements contain normal leasing terms without unusual purchase options or escalation clauses.  As of June 30, 2013, the aggregate minimum rental commitment under operating leases having initial or remaining non-cancelable lease terms in excess of one year was $13,076.

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Impairment of Leasing Equipment

6 Months Ended

Jun. 30, 2013

Impairment of Leasing Equipment

Impairment of Leasing Equipment

5. Impairment of Leasing Equipment

The Company periodically analyzes the usability of leasing equipment at remanufacturing facilities, depots and other storage facilities. Certain leasing equipment is rejected in the remanufacturing process due to rust and corrosion or if otherwise determined to be unusable for future remanufacturing. Additionally, due to the frequent movement of the Company’s assets in its operations, its chassis and axles are subject to shrinkage. Impairment charges are recorded based on management’s ongoing analysis of the impairment indicators and include estimates of shrinkage and other charges based on recent historical experience. Impairment of leasing equipment amounted to $431 and $2,564 for the three and six months ended June 30, 2013.  This compares to $617 and $1,992 for the three and six months ended June 30, 2012.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities
Net (loss) income	$ (1,668)	$ 1,561
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	35,084	33,229
Provision for doubtful accounts	4,707	1,813
Amortization of deferred financing fees	3,035	1,404
Loss on retirement of debt	895	149
Derivative loss reclassified into earnings	10,248	1,580
Ineffective portion of cash flow hedges	(40)	20
Impairment of leasing equipment	2,564	1,992
Stock based compensation	533	879
Deferred income taxes	(947)	960
Other, net	(1,253)	(184)
Changes in assets and liabilities:
Accounts receivable	(30,173)	(8,716)
Other assets	(2,241)	(651)
Accounts payable	4,954	3,354
Accrued expenses and other liabilities	2,779	2,490
Deferred income	(202)	(509)
Net cash provided by operating activities	28,275	39,371
Cash flows from investing activities
Proceeds from sale of leasing equipment	5,036	1,538
Collections on net investment in direct finance leases, net of interest earned	2,861	3,885
Purchase of leasing equipment	(88,726)	(16,209)
Purchase of fixed assets	(2,339)	(430)
Net cash used in investing activities	(83,168)	(11,216)
Cash flows from financing activities
Proceeds from long-term debt	86,000	10,765
Repayments of long-term debt	(48,824)	(42,237)
Cash paid for debt issuance fees	(1,769)	(261)
Capital contribution from parent		3,334
Investment in parent		(3,334)
Repurchase of shares from employees	(470)	(277)
Net cash provided by (used in) financing activities	34,937	(32,010)
Effect of changes in exchange rates on cash and cash equivalents	(241)	(6)
Net decrease in cash and cash equivalents	(20,197)	(3,861)
Cash and cash equivalents, beginning of year	26,556	29,005
Cash and cash equivalents, end of period	6,359	25,144
Supplemental disclosures of cash flow information
Cash paid for interest	32,845	28,867
Cash paid (refunded) for taxes, net	$ 28	$ (938)

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Accumulated Other Comprehensive Loss (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Changes in accumulated other comprehensive (loss) by component:
Balance at the beginning of the period	$ (51,976)
Current-period other comprehensive (loss) income	8,665
Balance at the end of the period	(43,311)
Net settlements and amortization of interest rate derivative
Net interest settlements on active interest rate derivatives expected over the next 12 months, net of tax	916
Net interest settlements on active interest rate derivatives expected over the next 12 months, tax	593
Deferred losses on the Company's terminated derivatives expected to be amortized over the next 12 months, net of tax	11,370
Deferred losses on the Company's terminated derivatives expected to be amortized over the next 12 months, tax	7,355
Unrealized Losses on Derivative Instruments
Changes in accumulated other comprehensive (loss) by component:
Current-period other comprehensive (loss) income	2,775
Balance at the end of the period	2,775
Net Derivative Loss to be Reclassified into Earnings
Changes in accumulated other comprehensive (loss) by component:
Balance at the beginning of the period	(52,430)
Current-period other comprehensive (loss) income	6,223
Balance at the end of the period	(46,207)
Foreign Currency Translation
Changes in accumulated other comprehensive (loss) by component:
Balance at the beginning of the period	454
Current-period other comprehensive (loss) income	(333)
Balance at the end of the period	$ 121

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Derivatives and Hedging Activities (Details 2) (Interest rate derivative, USD $) In Thousands, unless otherwise specified	6 Months Ended		0 Months Ended		6 Months Ended
	Jun. 30, 2013	Jan. 10, 2013	Jan. 10, 2013 LIBOR	Jun. 30, 2013 Designated as hedge Cash flow hedge	Jun. 30, 2013 Designated as hedge Cash flow hedge LIBOR
Derivative and Hedging Activities
Current Notional Amount	$ 300,000			$ 300,000
Floating Rate, maturity			1 month		1 month
Fixed Leg Interest Rate (as a percent)		0.756%		0.756%
Fair Value				$ 4,610
Weighted-Average Fixed Leg Interest Rate (as a percent)	0.756%
Weighted-Average Remaining Term	4 years 11 days

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Share-Based Payments (Tables)

6 Months Ended

Jun. 30, 2013

Share-Based Payments

Summary of the restricted shares of SCT Chassis, Inc. under the Company's stock compensation plan

All amounts are in thousands except share and per share amounts.

Non-vested Shares	Shares		Weighted- Average Grant Date Fair Value per share		Fair Value of Shares at Grant Date
Non-vested at January 1, 2013	451,360		$	6.29	$	2,837
Granted	49,169		7.36		362
Forfeited	—		—		—
Vested	(142,316	)	6.38		(908		)
Non-vested at June 30, 2013	358,213		$	6.39	$	2,291

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Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Seacastle
Related party transactions
Management fees charged to related party	$ 74	$ 71	$ 148	$ 107
Net receivable from affiliates	1,643		1,643		1,696
Florida East Coast railway
Related party transactions
Leasing revenue from related party	$ 198	$ 120	$ 414	$ 271

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Share-Based Payments

6 Months Ended

Jun. 30, 2013

Share-Based Payments

Share-Based Payments

12.  Share-Based Payments

A summary of the restricted shares of SCT Chassis, Inc. under the Company’s stock compensation plan is as follows.  All amounts are in thousands except share and per share amounts.

Non-vested Shares	Shares		Weighted- Average Grant Date Fair Value per share		Fair Value of Shares at Grant Date
Non-vested at January 1, 2013	451,360		$	6.29	$	2,837
Granted	49,169		7.36		362
Forfeited	—		—		—
Vested	(142,316	)	6.38		(908		)
Non-vested at June 30, 2013	358,213		$	6.39	$	2,291

The Company recorded share-based compensation expense for the three and six months ended June 30, 2013 of $252 and $533, respectively.  This compares to compensation expense of $879 for both the three and six months ended June 30, 2012. 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 $1,757 at June 30, 2013, which is expected to be recognized over the remaining weighted-average vesting period of 1.9 years.

Share Repurchases

During the six months ended June 30, 2013, Interpool purchased 56,373 shares of SCT Chassis, Inc. common stock from employees in accordance with their shareholder agreements. The cost of these shares was $470 and is included in Member’s interest on the Consolidated Balance Sheets.

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Derivatives and Hedging Activities

6 Months Ended

Jun. 30, 2013

Derivatives and Hedging Activities

Derivatives and Hedging Activities

8. Derivatives and Hedging Activities

The Company accounts for derivative instruments in accordance with the Derivatives and Hedging Topic of the FASB ASC. In the normal course of business, the Company is exposed to fluctuations in interest rates on its floating rate debt. In order to reduce its interest rate risk, the Company utilizes interest rate derivatives to manage its exposure to interest rate risks. Through the utilization of these 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. In accordance with the Derivatives and Hedging Topic of the FASB ASC, if certain conditions are met, an interest rate derivative may be specifically designated as a cash flow hedge. All of the Company’s interest rate derivatives are cash flow hedges.

On August 9, 2012, in connection with the closing of the sale of the Original Notes and the ABL Facility and the repayment of the Fortis Facility, the Company terminated all six existing interest rate derivatives. Upon settlement, the Company paid $91,422, which included $1,052 of accrued interest. The balance in line item “Accumulated other comprehensive loss” has been reclassified into earnings over the remaining life of the items previously hedged through October 2017, as management has determined that the forecasted transactions remain probable of occurring.

On January 10, 2013, the Company entered into a new interest rate swap transaction with Deutsche Bank AG. The agreement effectively converts $300,000 of variable rate debt based upon LIBOR into a fixed rate instrument with interest payable at a rate of 0.756% and will receive one month LIBOR on the notional amount.  At June 30, 2013, one month LIBOR was 0.195%.  The agreement terminates on August 9, 2017, in line with the termination date of the ABL Facility.

Terminated interest rate derivatives are reviewed periodically to determine if the forecasted transactions remain probable of occurring. If the debt instrument is terminated or the occurrence of the interest payments on the debt is deemed remote, the related portion of the gain or loss associated with the terminated derivative included in Accumulated other comprehensive loss would be recognized in the Consolidated Statements of Operations immediately.  For additional disclosures related to derivative instruments, see Notes 11 and 16 to the Consolidated Financial Statements.

The Company held the following interest rate derivative designated as a cash flow hedge as of June 30, 2013:

Hedged Item	CurrentNotional Amount		Effective Date	Maturity Date	Floating Rate	Fixed Leg Interest Rate		Fair Value (a)
ABL Facility	$	300,000	Jan-2013	Aug-2017	1M LIBOR	0.756	%	$	4,610

(a) This interest rate derivative is recorded in Fair value of derivative instruments in the asset section of 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 Notional Amount		Weighted-Average Fixed Leg Interest Rate		Weighted-Average Remaining Term
June 30, 2013	$	300,000	0.756	%	4.03 years
December 31, 2012	$	—	—	%	—

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 Instruments	Change in Unrealized Loss Recognized in OCI on Derivatives (a)			Classification of Loss Reclassified from OCI into Income	Loss Reclassified from OCI into Income (b)		Classification of Loss Recognized Directly in Income on Derivative	(Gain) Loss Recognized Directly in Income on Derivative (c)
Three Months ended June 30, 2013	Interest rate derivatives	$	2,797		Interest expense	$	3,311	Interest expense	$	(40	)
Six Months ended June 30, 2013	Interest rate derivatives	$	2,362		Interest expense	$	6,636	Interest expense	$	(40	)
Three Months ended June 30, 2012	Interest rate derivatives	$	(5,942	)	Interest expense	$	3,741	Interest expense	$	15
Six Months ended June 30, 2012	Interest rate derivatives	$	(8,496	)	Interest expense	$	7,738	Interest expense	$	20

(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 derivatives, net of tax.

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Net settlements of interest rate derivative, net of tax of $166, $2,173, $267 and $4,472, respectively	$	256	$	3,298	$	413	$	6,786
Amortization of terminated derivatives, net of tax of $1,976, $292, $4,025 and $628, respectively	3,055		443		6,223		952
	$	3,311	$	3,741	$	6,636	$	7,738

(c) Amount impacting income not related to OCI 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 six months ended June 30, 2013 and 2012:

													Amount of						Amount of
													Deferred Loss						Deferred Loss
													Amortized						Amortized						Amount
													(including						(including						of Deferred
										Un-			Accelerated						Accelerated						Loss Expected
										amortized			Amortization)						Amortization)						to be
										Deferred			into Interest						Into Interest						Amortized
	Original							Deferred		(Gain) or			Expense for the						Expense for the						Over
	Maximum						Termination	Loss		Loss at			Three Months						Six Months						the Next
Hedged	Notional		Effective	Maturity	Fixed		De-designation	Upon		June 30,			Ended June 30,						Ended June 30,						Twelve
Item	Amount		Date	Date	Rate %		Date	Termination		2013			2013			2012			2013			2012			Months
(a)	$	60,852	Jul-2007	Oct-2017	5.299	%	Dec-2007	$	1,853	$	14		$	9		$	24		$	21		$	53		$	19
(a)	200,000		Jul-2007	Jul-2017	5.307	%	Dec-2007	6,412		78			39			96			85			208			87
(a)	163,333		Jul-2007	Jul-2014	5.580	%	Dec-2007	3,773		399			106			139			214			283			373
(b)	150,000		Jul-2008	Oct-2014	5.512	%	Jul-2008	1,711		76			16			50			33			104			59
(b)	150,000		Oct-2007	Oct-2014	5.512	%	Jul-2008	3,498		252			59			75			122			162			201
(b)	480,088		Oct-2014	Oct-2017	5.436	%	Jul-2008	1,711		1,711			—			—			—			—			—
(b)	480,088		Oct-2014	Oct-2017	5.436	%	Jul-2008	1,526		1,526			—			—			—			—			—
(a)	163,333		Nov-2007	Jul-2014	4.605	%	Jul-2008	2,082		(236		)	(16		)	25			(14		)	71			(206		)
(b)	332,525		Oct-2007	Oct-2014	4.743	%	Jul-2008	7,641		(150		)	31			96			85			230			(36		)
(a)	58,238		Nov-2007	Oct-2017	4.305	%	Jul-2008	862		(195		)	(15		)	(12		)	(28		)	(19		)	(61		)
(a)	193,333		Nov-2007	Jul-2017	4.365	%	Jul-2008	3,265		(701		)	(53		)	(33		)	(95		)	(45		)	(237		)
(c)	37,000		Sep-2007	Jul-2014	5.526	%	Mar-2011	3,122		694			202			275			450			533			649
(d)	53,286		Jul-2008	Oct-2017	3.989	%	Aug-2012	2,048		1,310			178			—			372			—			562
(d)	181,667		Jul-2008	Jul-2017	4.033	%	Aug-2012	8,538		5,499			758			—			1,567			—			2,544
(d)	43,333		Jul-2008	Jul-2014	4.328	%	Aug-2012	11,033		6,263			1,345			—			2,651			—			5,764
(d)	211,567		Jul-2008	Oct-2014	4.147	%	Aug-2012	17,002		10,084			1,821			—			3,694			—			6,697
(d)	150,000		Jul-2008	Oct-2014	4.000	%	Aug-2012	5,080		3,102			551			—			1,091			—			2,310
(d)	427,407		Oct-2014	Oct-2017	5.174	%	Aug-2012	46,372		46,372			—			—			—			—			—
Total								$	127,529	$	76,098		$	5,031		$	735		$	10,248		$	1,580		$	18,725

(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, Term Loan Agreement—Portfolio C

(d)          This hedged item is referred to as Chassis Financing Program, Portfolio A

The amount of loss expected to be reclassified from OCI into interest expense over the next 12 months consists of net interest settlements on active interest rate derivatives in the amount of $916 (which is net of tax of $593) and amortization of deferred losses on the Company’s terminated derivatives of $11,370 (which is net of tax of $7,355).

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Related Party Transactions

6 Months Ended

Jun. 30, 2013

Related Party Transactions

Related Party Transactions

15. Related Party Transactions

Management, Facility Fees and Chassis Leasing

The Company incurs charges from Seacastle for facility fees and for share-based compensation relative to both dedicated and shared employees.  The Company also charges management fees to a subsidiary of Seacastle for expenses incurred and services performed on its behalf.  For the three and six months ended June 30, 2013, the above activity resulted in income for the Company, on a net basis, of $74 and $148, respectively.  This compares to income of $71 and $107, respectively, for the three and six months ended June 30, 2012.  These amounts are included in Selling, general and administrative expenses on the Consolidated Statements of Operations. The Company has a net receivable from affiliates of $1,643 and $1,696 at June 30, 2013 and December 31, 2012, respectively, which is 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 Investment Group LLC. For the three and six months ended June 30, 2013, the Company recorded chassis leasing revenue from FEC of $198 and $414, respectively.  This compares to chassis leasing revenue of $120 and $271 for the three and six months ended June 30, 2012.  These amounts are recorded in Equipment leasing revenue on the Consolidated Statements of Operations.

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Segment and Geographic Information

6 Months Ended

Jun. 30, 2013

Segment and Geographic Information

Segment and Geographic Information

13.  Segment and Geographic Information

The Company’s principal business operations consist of the leasing of intermodal transportation equipment. The Company provides such services to its customers through two operating and reportable segments, the Marine Market segment and the Domestic Market segment. The Company does not aggregate its operating segments. The reportable segments are based on the chassis markets that are served by the Company. Revenue and expenses not directly assigned to reportable segments, such as equipment repair and storage services performed at third-party facilities, certain headquarter-related expenses and certain maintenance, repair and positioning costs re-billed to customers are reflected in the Other category. Assets in the Other category are primarily made up of idle chassis and axle sets. The accounting policies of the segments are the same as those for the Company as a whole; however, certain expenses are allocated among segments using metrics such as revenue, units in fleet, net book value of equipment or headcount. Given their relative significance to total assets and ability to be identified to reportable segments, leasing assets represent the most significant balance sheet item reviewed by the Company’s chief operating decision maker. Reporting under the aforementioned segment structure facilitates the Company’s chief operating decision maker’s ability to allocate resources and assess the Company’s performance.

The Company evaluates 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 retirement of debt, other expense (income), interest income, remanufacturing expenses, non-cash stock compensation and principal collections on direct finance leases. Adjusted EBITDA is not a measure recognized under U.S. GAAP and does not have a standardized meaning prescribed by 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 June 30, 2013 and 2012.

Three Months ended June 30, 2013	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	11,636	$	4,615	$	—		$	16,251
Pool revenue	63,077		32,638		—			95,715
All other revenue	11,593		1,800		1,673			15,066
Total revenue	$	86,306	$	39,053	$	1,673		$	127,032
Adjusted EBITDA	23,845		18,987		(3,638		)	39,194
Depreciation expense	8,290		7,728		1,671			17,689
Net investment in direct finance leases	27,889		185		—			28,074
Leasing equipment	731,618		481,730		169,226			1,382,574
Capital expenditures for long-lived assets	53,387		1,862		1,555			56,804

Three Months ended June 30, 2012	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	18,036	$	4,501	$	—		$	22,537
Pool revenue	35,245		28,301		—			63,546
All other revenue	3,979		2,444		3,312			9,735
Total revenue	$	57,260	$	35,246	$	3,312		$	95,818
Adjusted EBITDA	23,240		15,463		(3,200		)	35,503
Depreciation expense	7,818		6,420		2,239			16,477
Net investment in direct finance leases	47,104		3,573		—			50,677
Leasing equipment	660,047		438,465		178,000			1,276,512
Capital expenditures for long-lived assets	1,517		12,864		352			14,733

The following tables show segment information for the six months ended June 30, 2013 and 2012.

Six Months ended June 30, 2013	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	26,229	$	9,138	$	—		$	35,367
Pool revenue	120,096		64,050		—			184,146
All other revenue	15,798		3,154		6,466			25,418
Total revenue	$	162,123	$	76,342	$	6,466		$	244,931
Adjusted EBITDA	49,377		37,476		(4,692		)	82,161
Depreciation expense	16,480		15,141		3,342			34,963
Net investment in direct finance leases	27,889		185		—			28,074
Leasing equipment	731,618		481,730		169,226			1,382,574
Capital expenditures for long-lived assets	60,428		28,298		2,339			91,065

Six Months ended June 30, 2012	Marine Market segment		Domestic Market segment		Other			Total
Term revenue	$	37,379	$	8,795	$	—		$	46,174
Pool revenue	67,165		55,963		—			123,128
All other revenue	7,530		4,011		8,171			19,712
Total revenue	$	112,074	$	68,769	$	8,171		$	189,014
Adjusted EBITDA	47,617		32,056		(5,661		)	74,012
Depreciation expense	15,757		12,699		4,545			33,001
Net investment in direct finance leases	47,104		3,573		—			50,677
Leasing equipment	660,047		438,465		178,000			1,276,512
Capital expenditures for long-lived assets	1,815		14,394		430			16,639

The following are reconciliations of Adjusted EBITDA to the Company’s net (loss) income for the three months ended June 30, 2013 and 2012.

	Three Months Ended June 30,
	2013			2012
Adjusted EBITDA	$	39,194		$	35,503
Principal collections on direct finance leases, net of interest earned	(1,401		)	(1,941		)
Non-cash stock compensation	(252		)	(879		)
Interest expense	(22,688		)	(15,820		)
Depreciation expense	(17,689		)	(16,477		)
Impairment of leasing equipment	(431		)	(617		)
Loss on retirement of debt	(248		)	(128		)
Other income, net	1,192			415
Interest income	269			6
(Loss) income before (benefit) provision for income taxes	(2,054		)	62
(Benefit) provision for income taxes	(821		)	26
Net (loss) income	$	(1,233	)	$	36

The following are reconciliations of Adjusted EBITDA to the Company’s net (loss) income for the six months ended June 30, 2013 and 2012.

	Six Months Ended June 30,
	2013			2012
Adjusted EBITDA	$	82,161		$	74,012
Principal collections on direct finance leases, net of interest earned	(2,861		)	(3,885		)
Non-cash stock compensation	(533		)	(879		)
Interest expense	(45,410		)	(31,963		)
Depreciation expense	(34,963		)	(33,001		)
Impairment of leasing equipment	(2,564		)	(1,992		)
Loss on retirement of debt	(895		)	(149		)
Other income, net	1,990			551
Interest income	271			21
(Loss) income before (benefit) provision for income taxes	(2,804		)	2,715
(Benefit) provision for income taxes	(1,136		)	1,154
Net (loss) income	$	(1,668	)	$	1,561

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.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013
Document and Entity Information
Entity Registrant Name	TRAC Intermodal LLC
Entity Central Index Key	0001570774
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Defined Contribution Plan

6 Months Ended

Jun. 30, 2013

Defined Contribution Plan

Defined Contribution Plan

14. Defined Contribution Plan

The Company has a defined contribution plan covering substantially all of its eligible employees. Participating employees may make contributions to the plan, through payroll deductions. Matching contributions are made by the Company equal to 100% of the employee’s contribution to the extent such employee contribution does not exceed 6% of such employee’s compensation. For the three and six months ended June 30, 2013 the Company contributed approximately $367 and $714, respectively, to this plan. This compares to $279 and $560, respectively, for the three and six months ended June 30, 2012.  These amounts are included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

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Guarantor Financial Information (Details) (USD $) In Thousands, unless otherwise specified							0 Months Ended				0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2013 Senior Secured Notes	Dec. 31, 2012 Senior Secured Notes	Jul. 05, 2013 Senior Secured Notes Unregistered Original Notes	Aug. 09, 2012 Senior Secured Notes Unregistered Original Notes	Jun. 30, 2013 Eliminations	Dec. 31, 2012 Eliminations	Aug. 09, 2012 Guarantor Subsidiaries	Jun. 30, 2013 Company Parent Reportable	Dec. 31, 2012 Company Parent Reportable	Jun. 30, 2013 Guarantor Subsidiaries Reportable	Dec. 31, 2012 Guarantor Subsidiaries Reportable	Jun. 30, 2012 Guarantor Subsidiaries Reportable	Dec. 31, 2011 Guarantor Subsidiaries Reportable	Jun. 30, 2013 Non-Guarantor Subsidiaries Reportable	Dec. 31, 2012 Non-Guarantor Subsidiaries Reportable	Jun. 30, 2012 Non-Guarantor Subsidiaries Reportable	Dec. 31, 2011 Non-Guarantor Subsidiaries Reportable
Condensed Consolidating Balance Sheet
Aggregate principal amount of the Original Notes sold								$ 300,000
Percentage ownership of subsidiaries with indebtedness guaranteed by the parent											100.00%
Percentage of principal amount of the Original Notes validly tendered under exchange offer							100.00%
Days from closing to file registration statement with the SEC								365 days
Assets
Cash and cash equivalents	6,359	26,556	25,144	29,005										6,227	25,837	23,877	27,835	132	719	1,267	1,170
Accounts receivable, net	106,086	80,620												105,180	80,024			906	596
Net investment in direct finance leases	28,074	40,729	50,677						(10,834)	(11,581)				38,908	52,310
Leasing equipment, net of accumulated depreciation	1,382,574	1,325,383	1,276,512											1,368,837	1,311,098			13,737	14,285
Fair value of derivative instrument	4,610													4,610
Goodwill	251,907	251,907												251,907	251,907
Affiliate and intercompany receivable	1,643	1,696							(5,394)	(5,578)				7,037	7,274
Intercompany interest receivable									(12,467)	(13,017)		12,467	13,017
Intercompany note receivable									(300,000)	(300,000)		300,000	300,000
Investment in subsidiary									(548,938)	(541,783)		545,988	538,907	2,950	2,876
Other assets	44,217	41,572												43,023	40,333			1,194	1,239
Total assets	1,825,470	1,768,463							(877,633)	(871,959)		858,455	851,924	1,828,679	1,771,659			15,969	16,839
Liabilities and member's interest
Accounts payable, accrued expenses and other liabilities	55,257	47,315										12,467	13,017	42,584	34,078			206	220
Intercompany payable									(990)	(1,175)								990	1,175
Intercompany note payable									(300,000)	(300,000)				300,000	300,000
Intercompany interest payable									(12,467)	(13,017)				12,467	13,017
Intercompany lease payable									(10,834)	(11,581)								10,834	11,581
Deferred income	73	275												73	275
Deferred income taxes	77,909	73,569												76,920	72,582			989	987
Debt and capital lease obligations	1,146,243	1,108,397			300,000	300,000						300,000	300,000	846,243	808,397
Total liabilities	1,279,482	1,229,556							(324,291)	(325,773)		312,467	313,017	1,278,287	1,228,349			13,019	13,963
Total member's interest	545,988	538,907							(553,342)	(546,186)		545,988	538,907	550,392	543,310			2,950	2,876
Total liabilities and member's interest	$ 1,825,470	$ 1,768,463							$ (877,633)	$ (871,959)		$ 858,455	$ 851,924	$ 1,828,679	$ 1,771,659			$ 15,969	$ 16,839

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Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended	12 Months Ended	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Fixed rate debt	Dec. 31, 2012 Fixed rate debt	Jun. 30, 2013 Interest rate swap	Jan. 10, 2013 Interest rate swap	Jun. 30, 2013 Recurring Fair Value	Dec. 31, 2012 Recurring Fair Value	Jun. 30, 2013 Recurring Level 1	Dec. 31, 2012 Recurring Level 1	Jun. 30, 2013 Recurring Level 2
Assets:
Cash and cash equivalents							$ 6,359	$ 26,556	$ 6,359	$ 26,556
Derivative instruments							4,610				4,610
Derivative instruments
Variable rate debt effectively converted to fixed rate					300,000	300,000
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%
Debt
Variable interest rate debt	399,544	634,899
Fixed rate debt	746,699	473,498
Discount rate (as a percent)			6.16%	5.46%
Carrying amounts and fair values of the Company's financial instruments
Total debt and capital lease obligations, Carrying Amount	1,146,243	1,108,397
Total debt and capital lease obligations, Fair Value	$ 1,142,823	$ 1,106,875