Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Document and Entity Information | |
Entity Registrant Name | TRAC Intermodal LLC |
Entity Central Index Key | 1570774 |
Document Type | 10-K |
Document Period End Date | 31-Dec-14 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -19 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Public Float | $0 |
Entity Common Stock, Shares Outstanding | 0 |
Document Fiscal Year Focus | 2014 |
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $4,256 | $11,843 |
Accounts receivable, net of allowance of $19,030 and $12,475, respectively | 135,076 | 113,138 |
Net investment in direct finance leases | 16,215 | 25,026 |
Leasing equipment, net of accumulated depreciation of $400,408 and $365,429, respectively | 1,436,909 | 1,394,088 |
Goodwill | 251,907 | 251,907 |
Other assets | 41,954 | 45,908 |
Total assets | 1,886,317 | 1,841,910 |
Liabilities | ||
Accounts payable | 14,781 | 12,092 |
Accrued expenses and other liabilities | 74,449 | 42,692 |
Deferred income taxes, net | 102,467 | 99,331 |
Debt and capital lease obligations: | ||
Due within one year | 30,546 | 34,029 |
Due after one year | 1,133,676 | 1,130,108 |
Total debt and capital lease obligations | 1,164,222 | 1,164,137 |
Total liabilities | 1,355,919 | 1,318,252 |
Commitments and contingencies (Note 8) | ||
Member's interest: | ||
Member's interest | 559,015 | 562,006 |
Accumulated other comprehensive loss | -28,617 | -38,348 |
Total member's interest | 530,398 | 523,658 |
Total liabilities and member's interest | $1,886,317 | $1,841,910 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Consolidated Balance Sheets | ||
Accounts receivable, allowance | $19,030 | $12,475 |
Leasing equipment, accumulated depreciation | $400,408 | $365,429 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Equipment leasing revenue | $588,287 | $472,571 | $373,060 |
Finance revenue | 2,111 | 3,254 | 5,116 |
Other revenue | 36,590 | 39,419 | 36,417 |
Total revenues | 626,988 | 515,244 | 414,593 |
Expenses: | |||
Direct operating expenses | 333,135 | 289,767 | 214,125 |
Selling, general and administrative expenses | 84,346 | 58,031 | 46,038 |
Depreciation expense | 72,114 | 71,791 | 66,052 |
Provision for doubtful accounts | 14,007 | 11,369 | 4,137 |
Impairment of leasing equipment | 5,855 | 5,857 | 6,506 |
Early retirement of leasing equipment | 37,766 | ||
Loss on modification and extinguishment of debt and capital lease obligations | 315 | 904 | 8,850 |
Interest expense | 86,837 | 91,085 | 75,102 |
Interest income | -61 | -287 | -143 |
Other (income) expense, net | -925 | -2,074 | -809 |
Total expenses | 633,389 | 526,443 | 419,858 |
(Loss) income before provision (benefit) for income taxes | -6,401 | -11,199 | -5,265 |
(Benefit) provision for income taxes | -3,445 | 18,154 | -2,175 |
Net (loss) income | ($2,956) | ($29,353) | ($3,090) |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Comprehensive (Loss) Income | |||
Net income (loss) | ($2,956) | ($29,353) | ($3,090) |
Unrealized (loss) gain on derivative instruments, net of tax of $585, $(1,313) and $4,462, respectively | -899 | 2,020 | -6,772 |
Derivative loss reclassified into earnings, net of tax of $(7,265), $(7,774) and $(4,757), respectively | 11,025 | 12,204 | 6,261 |
Foreign currency translation (loss) gain, net of tax of $364, $398 and $(195), respectively | -395 | -596 | 158 |
Total other comprehensive income (loss), net of tax | 9,731 | 13,628 | -353 |
Total comprehensive income (loss) | $6,775 | ($15,725) | ($3,443) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Comprehensive (Loss) Income | |||
Unrealized gain (loss) on derivative instruments, tax | $585 | ($1,313) | $4,462 |
Derivative loss reclassified into earnings, tax | -7,265 | -7,774 | -4,757 |
Foreign currency translation (loss) gain, tax | $364 | $398 | ($195) |
Consolidated_Statements_of_Mem
Consolidated Statements of Member's Interest (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Increase (Decrease) in Members' Interest | |||
Balance | $523,658 | $538,907 | $540,643 |
Capital contribution from member | 3,616 | ||
Investment in indirect parent | -3,616 | ||
Repurchase of shares from employees | -858 | -820 | -307 |
Share exchange | 217 | ||
Share based compensation | 810 | 1,181 | 1,797 |
Contribution from affiliate | 13 | 42 | |
Excess tax benefits restricted shares | 73 | ||
Net loss | -2,956 | -29,353 | -3,090 |
Other comprehensive income (loss) | 9,731 | 13,628 | -353 |
Balance | 530,398 | 523,658 | 538,907 |
Member's Interest | |||
Increase (Decrease) in Members' Interest | |||
Balance | 562,006 | 590,883 | 592,266 |
Capital contribution from member | 3,616 | ||
Investment in indirect parent | -3,616 | ||
Repurchase of shares from employees | -858 | -820 | -307 |
Share exchange | 217 | ||
Share based compensation | 810 | 1,181 | 1,797 |
Contribution from affiliate | 13 | 42 | |
Excess tax benefits restricted shares | 73 | ||
Net loss | -2,956 | -29,353 | -3,090 |
Balance | 559,015 | 562,006 | 590,883 |
Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Members' Interest | |||
Balance | -38,348 | -51,976 | -51,623 |
Other comprehensive income (loss) | 9,731 | 13,628 | -353 |
Balance | ($28,617) | ($38,348) | ($51,976) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net loss | ($2,956) | ($29,353) | ($3,090) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 72,365 | 72,026 | 66,471 |
Provision for doubtful accounts | 14,007 | 11,369 | 4,137 |
Amortization of deferred financing fees | 6,763 | 6,183 | 4,001 |
Loss on modification and extinguishment of debt and capital lease obligations | 315 | 904 | 8,850 |
Derivative loss reclassified into earnings | 18,290 | 19,978 | 11,018 |
Ineffective portion of cash flow hedges | -84 | -82 | 53 |
Impairment of leasing equipment | 5,855 | 5,857 | 6,506 |
Early retirement of leasing equipment | 37,766 | ||
Share-based compensation | 810 | 1,181 | 1,765 |
Deferred income taxes, net | -4,351 | 18,080 | -5,028 |
Other, net | -928 | -1,340 | -217 |
Payments to terminate derivative instruments | -90,370 | ||
Changes in assets and liabilities: | |||
Accounts receivable | -35,264 | -43,888 | -27,110 |
Other assets | -1,013 | -36 | 848 |
Accounts payable | 2,689 | 1,822 | 1,546 |
Accrued expenses and other liabilities | 24,285 | 4,055 | 12,349 |
Net cash provided by operating activities | 138,549 | 66,756 | -8,271 |
Cash flows from investing activities | |||
Proceeds from sale of leasing equipment | 8,265 | 7,066 | 2,689 |
Collections on net investment in direct finance leases, net of interest earned | 4,622 | 5,706 | 7,836 |
Purchase of leasing equipment | -149,376 | -141,113 | -102,989 |
Purchase of fixed assets | -4,999 | -4,225 | -588 |
Net cash used in investing activities | -141,488 | -132,566 | -93,052 |
Cash flows from financing activities | |||
Proceeds from debt | 148,000 | 142,000 | 932,397 |
Repayments of debt | -148,292 | -87,290 | -800,738 |
Cash paid for debt issuance fees | -3,156 | -2,267 | -32,588 |
Repurchase of indirect parent shares from employees | -858 | -820 | -307 |
Capital contribution from member | 3,616 | ||
Investment in indirect parent | -3,616 | ||
Excess tax benefits restricted shares | 73 | ||
Net cash (used in) provided by financing activities | -4,306 | 51,696 | 98,764 |
Effect of changes in exchange rates on cash and cash equivalents | -342 | -599 | 110 |
Net decrease in cash and cash equivalents | -7,587 | -14,713 | -2,449 |
Cash and cash equivalents, beginning of year | 11,843 | 26,556 | 29,005 |
Cash and cash equivalents, end of period | 4,256 | 11,843 | 26,556 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 61,609 | 65,957 | 53,552 |
Cash paid for taxes, net | $1,136 | $763 | ($415) |
Description_of_the_Business_an
Description of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
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 |
TRAC Intermodal LLC (the "Company" or "TRAC") is an intermodal chassis solutions provider for domestic and international transportation companies in North America. Its principal business is providing marine and domestic chassis on both long and short-term leases or rental agreements to a diversified customer base including the world's leading shipping lines, Class I railroads, major U.S. intermodal transportation companies and motor carriers. | |
The Company's fleet of equipment consists of marine and domestic chassis. These assets are owned, leased-in or managed by TRAC on behalf of third-party owners in pooling arrangements. As of December 31, 2014, the Company owned, leased-in or managed a fleet of approximately 309,700 chassis and units available for remanufacture. The net book value of the Company's owned equipment was approximately $1.45 billion. | |
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 $300,000 aggregate principle amount of 11% Senior Secured Notes (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 of 1933, as amended (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 were 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, 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 as a public company in 1993 and was acquired and taken private by Seacastle in July 2007. | |
The accompanying Consolidated Financial Statements of TRAC and subsidiaries (the "Consolidated Financial Statements") 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 Marine Market and Domestic Market segments provide marine and domestic chassis to the world's leading shipping lines, motor carriers, major U.S. intermodal transportation companies and Class 1 railroads. The Company purchases equipment directly from manufacturers and shipping lines as well as through lease agreements, some of which qualify as capital leases. Primarily all of the Company's revenues and long-lived assets are attributable to the United States. | |
For the years ended December 31, 2014, 2013 and 2012, approximately 62%, 70% and 78%, 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 over 4,500 motor carriers whose per diem billing rates are generally higher than that of shipping lines and railroad customers. Motor carrier billings represented approximately 48%, 25% and 12% of the Company's total revenues for the years ended December 31, 2014, 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. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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 years ended December 31, 2014, 2013 and 2012, the Company earned approximately 45%, 52% and 58% of revenues from its top ten customers, respectively. The Company's largest customer accounted for approximately 6%, 7% and 10% of total revenues in 2014, 2013 and 2012, respectively. These revenues are included in the Marine Market segment. Based on balances due at December 31, 2014, 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 $4,301. 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 6% 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 December 31, 2014. | ||||||||
The Company also has a concentration of credit within its direct finance lease portfolio. The Company's top three customers account for $14,592, $21,893 and $35,822 of the outstanding principal at December 31, 2014, 2013 and 2012, respectively which represents approximately 90%, 87% and 88% of the outstanding principal in those years. 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 shifted to the lessee 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 | Residual Values | |||||||
(Years) | (in Dollars) | |||||||
Chassis | 20.0 - 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 | ||||||||
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; capitalized development costs for internal use software—7 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 outcome could result. | ||||||||
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. | ||||||||
Such employment agreements also provide for additional grants of restricted stock upon the achievement by the Company of certain performance conditions or a certain market condition following a liquidity event. The grant-date fair value of these awards would be recognized as compensation expense over the implicit service period once it is probable that the performance conditions will be achieved. | ||||||||
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 ("AOCI") 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 the Company owns or 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 AOCI 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 $630,000 senior secured credit agreement with BNP Paribas CC, Inc. (f/k/a Fortis Capital Corp.) and a group of lenders with Fortis acting as the agent entered into on July 10, 2008, the Company terminated all of its interest rate derivatives. Balances in Accumulated other 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 transactions 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 AOCI 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 7, 10 and 15 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 for term leases. 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. | ||||||||
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 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. Costs to reposition the equipment incurred prior to the initial lease of the equipment are capitalized as a cost of the asset acquisition. | ||||||||
Provision for Doubtful Accounts | ||||||||
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 years ended December 31, 2014, 2013 and 2012, the Company recorded net gains of $928, $1,340 and $217, respectively. | ||||||||
Provision (Benefit) for Income Taxes | ||||||||
The Company is a Limited Liability Company with a single member and therefore is subject to 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 | ||||||||
Pending Adoption | ||||||||
In August 2014, the FASB issued authoritative guidance on accounting for Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). The amendments in this Update provide guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. U.S. auditing standards and federal securities law require that an auditor evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time not to exceed one year beyond the date of the financial statements being audited. Because of the lack of guidance in U.S. GAAP and the differing views about when there is substantial doubt about an entity's ability to continue as a going concern, there is diversity in whether, when, and how an entity discloses the relevant conditions and events in its footnotes. These amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. | ||||||||
In June 2014, the FASB issued authoritative guidance on accounting for Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12"). The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The amendments in this Update are effective for annual periods and interim periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. | ||||||||
In May 2014, FASB issued authoritative guidance on accounting for Revenue from Contracts with Customers (Topic 606): ("ASU 2014-09"). This update supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard to determine the impact of its adoption on the Consolidated Financial Statements. | ||||||||
In April 2014, the FASB issued authoritative guidance on accounting for Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). The amendments in this Update changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The revised guidance is effective for annual fiscal periods beginning after December 15, 2014. Early adoption is permitted. The Company is evaluating the impact the revised guidance will have on its Consolidated Financial Statements. | ||||||||
No other new accounting pronouncements issued or effective during 2014 had or are expected to have a material impact on the Company's Consolidated Financial Statements. | ||||||||
Leasing_Activity
Leasing Activity | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
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 December 31, 2014, future minimum lease revenue under these agreements is estimated as follows: | |||||||||||
2015 | $ | 81,461 | |||||||||
2016 | 46,414 | ||||||||||
2017 | 32,697 | ||||||||||
2018 | 4,937 | ||||||||||
2019 | 3,890 | ||||||||||
Thereafter | 134 | ||||||||||
| | | | | |||||||
$ | 169,533 | ||||||||||
| | | | | |||||||
| | | | | |||||||
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 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 December 31, 2014 and 2013, the Company had guaranteed and unguaranteed residual values for leasing equipment on direct finance leases of $8,778 and $11,923, respectively. | |||||||||||
At December 31, 2014, receivables under these direct finance leases are collectible through 2022 as follows: | |||||||||||
Total Lease | Unearned | Net Lease | |||||||||
Receivables | Lease Income | Receivables | |||||||||
2015 | $ | 4,814 | $ | 1,483 | $ | 3,331 | |||||
2016 | 3,912 | 1,130 | 2,782 | ||||||||
2017 | 10,380 | 406 | 9,974 | ||||||||
2018 | 106 | 13 | 93 | ||||||||
2019 | 10 | 8 | 2 | ||||||||
Thereafter | 49 | 16 | 33 | ||||||||
| | | | | | | | | | | |
$ | 19,271 | $ | 3,056 | $ | 16,215 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As of December 31, 2013, the Company had total lease receivables, unearned lease income and net lease receivables of $31,655, $6,629 and $25,026, 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. | |||||||||||
Leasing_Equipment
Leasing Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Leasing Equipment | |||||||||||
Leasing Equipment | 4. Leasing Equipment | ||||||||||
The following is a summary of leasing equipment recorded on the Consolidated Balance Sheets: | |||||||||||
December 31 | |||||||||||
2014 | 2013 | ||||||||||
Total leasing equipment | $ | 1,837,317 | $ | 1,759,517 | |||||||
Less accumulated depreciation | (400,408 | ) | (365,429 | ) | |||||||
| | | | | | | | ||||
Leasing equipment, net of accumulated depreciation | $ | 1,436,909 | $ | 1,394,088 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Leasing equipment includes assets recorded under capital leases of $182,688 and $253,639 with accumulated depreciation of $53,016 and $59,424 at December 31, 2014 and 2013, respectively. | |||||||||||
In conjunction with the analysis of the Company's fleet in the second quarter, discussed below, management performed a review of the estimated useful life of its domestic chassis, currently at 17.5 years, versus marine chassis at 22.5 years. Such analysis involved inspections of a sampling of 53' chassis located across the United States for the purpose of evaluating their physical condition to assess future operating potential, allowing for normal maintenance and repair over the extended life. Based on such review, management believes extending the useful life of its domestic chassis fleet to 20 years is appropriate and better reflects its expected service life. Accordingly, this change in accounting estimate took effect as of April 1, 2014 and had the effect of reducing depreciation expense and increasing pre-tax income for the nine months ended December 31, 2014 by approximately $3,931. The Company estimates that depreciation expense will decrease and pre-tax income increase by approximately $5,200 on an annual basis thereafter. | |||||||||||
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 described in Note 2, and include estimates of shrinkage and other charges based on recent historical experience. Impairment of leasing equipment amounted to $5,855, $5,857 and $6,506 for the years ended December 31, 2014, 2013 and 2012, respectively. The 2013 and 2012 impairment charges are net of insurance recoveries of $494 and $169, respectively that the Company received related to the theft of axles that occurred in 2010 and 2011. | |||||||||||
The following is a summary of the Company's impairment charges recorded for the years ended December 31, 2014, 2013 and 2012 by category: | |||||||||||
December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Shrinkage | $ | 218 | $ | 51 | $ | 1,134 | |||||
Corroded/Unusable | 2,527 | 658 | 789 | ||||||||
Impairment | 3,110 | 5,642 | 4,752 | ||||||||
Insurance recoveries | — | (494 | ) | (169 | ) | ||||||
| | | | | | | | | | | |
Total impairment of leasing equipment | $ | 5,855 | $ | 5,857 | $ | 6,506 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Early Retirement of Leasing Equipment | |||||||||||
During the second quarter of 2014, management recommended the retirement of identified excess and other non-standard chassis residing at depots and chassis pools, in addition to certain axle sets residing at depots. Management's action was largely influenced by the consummation of the last of several shipping line deals or conversions to the "motor carrier" model during the quarter, whereby chassis owned or leased by the shipping line are sold or returned to the Company to be managed in its marine chassis pools. Having bid on and being awarded such deals has profound implications on the Company's fleet size, utilization model, and customer base. | |||||||||||
Chassis Retirements | |||||||||||
As a result of the continuing shift in the Company's business model and the significant impact of consummating deals during the second quarter of 2014, management developed a multi-year fleet requirements projection for its Marine Market segment which considered relevant factors such as market growth, the current performance of the marine chassis pools and utilization under pool versus term arrangements among other factors. Based on such analysis, the Company determined it had an excess amount of chassis in its Marine Market segment, specifically 20' chassis and to a lesser degree 40' chassis. Other non-standard type chassis were similarly considered for retirement given the significant influx of assets associated with the shipping line chassis purchases. Total charges incurred during the second quarter associated with retiring approximately 11,000 identified chassis amounted to $14,766. | |||||||||||
Axle Retirements | |||||||||||
Retiring approximately 11,000 chassis will produce an almost equivalent number of axle sets available for the future remanufacturing of chassis. Accordingly, management performed a similar review of the types, quality and quantity of axle sets residing at depots and identified certain types, such as German and Square axles, which are deemed to be less cost effective to remanufacture or repair due to the difficulty of obtaining spare parts. Accordingly, approximately 9,000 axle sets have been written-off in the second quarter amounting to $23,000. Axles are not assigned to the Company's reportable segments. The value of idle chassis and axle sets are included in Leasing equipment in the Other category in the Company's segment disclosure. | |||||||||||
The total of the above retirement charges of $37,766 is recorded in Early retirement of leasing equipment in the Consolidated Statements of Operations. As of December 31, 2014, approximately $5,040 of such reserve remains outstanding. | |||||||||||
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill | |
Goodwill | 5. 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 December 31, 2014 and 2013. The goodwill balance for the Domestic Market segment was $117,888 at both December 31, 2014 and 2013. At December 31, 2014, there are no accumulated impairment losses related to Goodwill. Based upon the annual assessment of goodwill, the Company concluded that no impairment existed during the years ended December 31, 2014, 2013 and 2012. | |
Borrowings
Borrowings | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Borrowings | ||||||||
Borrowings | 6. Borrowings | |||||||
The following is a summary of the Company's borrowings: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
Senior Secured 11% Notes | $ | 300,000 | $ | 300,000 | ||||
ABL Facility | 759,000 | 713,000 | ||||||
Loans Payable CIMC | 16,950 | 19,278 | ||||||
Capital lease obligations | 88,272 | 131,859 | ||||||
| | | | | | | | |
Total debt | 1,164,222 | 1,164,137 | ||||||
Less current maturities | (30,546 | ) | (34,029 | ) | ||||
| | | | | | | | |
Long-term debt, less current maturities | $ | 1,133,676 | $ | 1,130,108 | ||||
| | | | | | | | |
| | | | | | | | |
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 5.78%, 6.11% and 6.23% for the years ended December 31, 2014, 2013 and 2012, respectively. 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. | ||||||||
Senior Secured 11% Notes | ||||||||
On August 9, 2012, TRAC along with TRAC Intermodal Corp., sold $300,000 aggregate principal amount of 11.0% Senior Secured Notes, (the "Notes"), issued at par in a private transaction. The Notes mature on August 15, 2019, with interest payable semi-annually beginning on February 15, 2013. The Notes are secured on a second-priority lien basis. Collateral generally consists of cash, owned chassis, accounts receivable, and investment property of the guarantors including, with limitations, the equity of the non-guarantors. The Company may redeem some or all of the Notes at any time on or after August 15, 2015 at the redemption prices set forth in the Notes plus accrued and unpaid interest, if any, to the redemption date. At any time prior to August 15, 2015, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed plus a "make-whole" premium, plus accrued and unpaid interest, if any, to the redemption date. The Company may also redeem up to 35% of the aggregate principal amount of the Notes at any time on or prior to August 15, 2015 using net proceeds from certain equity offerings, subject to the satisfaction of certain conditions set forth in the Notes. If the Company experiences certain kinds of changes in control, the Company must offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the redemption date. Holders of the Notes will have the option to redeem their Notes for 101.0% of principal upon a change of control as defined by the Notes and upon the Company's collateral or non-collateral asset sales as defined in the Notes, at a redemption price of 100.0%. | ||||||||
TRAC has no operations of its own so it is dependent upon the cash flows of its subsidiaries to meet its obligations under these notes. Since the proceeds from the 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 servicing of the intercompany note arrangement by Interpool will provide the funds for TRAC to service the interest and debt payments due under the Notes. | ||||||||
Concurrent with the offering of the Notes, the Company entered into a registration rights agreement with investors which required the Company to file a registration statement with the Securities and Exchange Commission to offer exchange notes with terms substantially identical in all material respects to the Notes within 365 days of closing. The exchange offer 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 Notes were validly tendered for exchange, representing 100% of the principal amount of the outstanding Notes. | ||||||||
The indenture governing the Notes also contains various restrictive covenants, including limitations on the payment of dividends and other restrictive payments, limitations on incurrence of indebtedness, investments, creation of liens and limitations on asset sales. The proceeds from this offering were used to repay existing indebtedness of Interpool, including interest rate swap liabilities, and for general corporate purposes. The Company incurred approximately $9,555 in fees and expenses related to the note offering. These fees and expenses are classified as deferred financing fees and are being amortized into interest expense over the seven year term of the Notes. | ||||||||
The amount outstanding under this facility was $300,000 at December 31, 2014 and 2013. The weighted-average interest rates including amortized debt issuance fees for the years ended December 31, 2014 and 2013 and for the period from August 9, 2012 to December 31, 2012 was 11.52%, 11.51% and 11.22%, respectively. | ||||||||
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 principa1, 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 derivative is immaterial to the consolidated financial statements, and will reassess the fair value of this derivative each reporting period with any changes recorded in earnings. | ||||||||
ABL Facility | ||||||||
Concurrent with the closing of the sale of the Original Notes, Interpool together with certain of its subsidiaries, and TRAC and TRAC Intermodal Corp entered into the ABL Facility, a $725,000 asset-based, senior secured credit agreement, with JPMorgan Chase Bank, N.A. and a group of lenders, with JPMorgan Chase Bank, N.A. acting as administrative agent. In connection with the ABL Facility, the Company pledged certain rental fleet assets, accounts receivable and various other assets for the benefit of the lenders as collateral security for the payment and performance of the Company's obligations under the ABL Facility and related loan documents. | ||||||||
The ABL Facility has a five-year maturity and borrowings are limited to a maximum amount equal to the sum of (i) 85% multiplied by eligible accounts receivable, plus (ii) the lesser of (a) 85% multiplied by the net book GAAP depreciated value of eligible rental fleet assets and (b) 80% multiplied by the net orderly liquidation value percentage identified in the most recent rental fleet asset appraisals multiplied by the net book GAAP depreciated value of eligible rental fleet assets, less (iii) reserves established by JPMorgan Chase Bank, N.A., acting as the administrative agent (the "Advance Rate"). | ||||||||
The ABL Facility bears an interest rate equal to the Adjusted LIBOR plus 2.75% or the Alternate Base Rate plus 1.75% (each as defined in the ABL Facility). Field exams and appraisals will be conducted by the lenders on a periodic basis, the frequency of which increases subject to certain availability triggers or during the continuance of an event of default. | ||||||||
The ABL Facility contains various representations and covenants, including a minimum fixed charge coverage ratio of 1.00 to 1.00 and a maximum Senior Secured Debt leverage ratio for the applicable testing periods of (i) 6.50 to 1.00 from the effective date of the ABL Facility to June 30, 2013, (ii) 6.00 to 1.00 from September 30, 2013 to June 30, 2014, (iii) 5.50 to 1.00 from September 30, 2014 to June 30, 2015, (iv) 5.00 to 1.00 from September 30, 2015 to June 30, 2016 and (v) 4.50 to 1.00 from September 30, 2016 to the maturity date. | ||||||||
In addition to the above financial covenants, the ABL Facility contains restrictions, which include but are not limited to, restrictions on the creation of liens, the incurrence of additional indebtedness, investments, asset dispositions, sale and leaseback transactions, swap agreements, transactions with affiliates, mergers and consolidations, liquidations and dissolutions and restricted payments (including dividends and other payments in respect of capital stock). The ABL Facility also provides for cash dominion subject to certain availability triggers. The proceeds from the ABL were used to repay existing indebtedness of Interpool, including interest rate swap liabilities, and for general corporate purposes. The Company incurred $21,677 in fees and expenses related to the ABL facility including $14,488 in bank fees and $6,600 in re-titling costs. Since the current ABL Facility and the previous credit facilities were loan syndications and a number of lenders participated in both credit facilities, the Company evaluated the accounting for financing fees on a lender by lender basis in accordance with FASB ASC Topic 470-50, Modifications and Extinguishments of Debt. This resulted in a loss on modification of debt of $2,136 and loss on extinguishment of debt of $4,158 recorded in Loss on modification and extinguishment of debt and capital lease obligations in the Consolidated Statement of Operations. Approximately $20,917 was classified as deferred financing fees and is being amortized into interest expense over the five year term of the ABL Facility. | ||||||||
On December 20, 2012, the Company entered into an agreement with the above lenders to amend the ABL Facility and increase the revolving commitment by $120,000, increasing the total facility's commitment from $725,000 to $845,000. In connection with this amendment the Company paid $1,356 in upfront fees. These fees were classified as deferred financing fees and will be amortized into interest expense over the remaining term of the ABL Facility. | ||||||||
During the year ended December 31, 2013, the Company further increased its borrowing capacity under the ABL Facility by $105,000 bringing the total commitment by lenders to $950,000. Fees paid in connection with the increase were $670 and are being amortized into interest expense over the remaining term of the ABL Facility. | ||||||||
On April 15, 2014, the Company entered into an agreement with its lenders to amend the ABL Facility. The interest rate on the ABL Facility was decreased to LIBOR plus 2.25% from LIBOR plus 2.75%. Additionally, the borrowing capacity under the ABL Facility was increased by $80,000 bringing the total commitment by lenders to $1,030,000. Fees paid in connection with the increase were $1,880 and are being amortized over the remaining life of the loan. A Current Report on Form 8-K was filed with the SEC on April 18, 2014 in connection with the amendment. | ||||||||
During November and December, 2014, the Company further increased its borrowing capacity under the ABL Facility by $146,000 and $74,000, respectively bringing the total commitment by lenders to $1,250,000. Fees paid in connection with these increases were $1,087 and are being amortized into interest expense over the remaining term of the ABL Facility. | ||||||||
The amount outstanding under this facility was $759,000 and $713,000 at December 31, 2014 and 2013, respectively. The weighted-average interest rates including amortized debt issuance fees for the years ended December 31, 2014 and 2013 and for the period from August 9, 2012 to December 31, 2012 was 3.60%, 4.03% and 4.14%, respectively. At December 31, 2014, $491,000 additional borrowing capacity was available under this facility. | ||||||||
Swaps | ||||||||
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 interest rate derivatives. | ||||||||
On January 10, 2013, the Company entered into a new interest rate swap transaction with Deutsche Bank AG effectively converting $300,000 of variable rate debt based upon LIBOR into a fixed rate instrument. The Company will receive one month LIBOR with interest payable at a rate of 0.756% on the notional amount. At December 31, 2014, one month LIBOR was 0.171%. The agreement terminates on August 9, 2017, in line with the termination date of the ABL Facility. See Note 7. | ||||||||
Loans Payable CIMC | ||||||||
During 2010, the Company contracted for the remanufacture and financing of 3,135 chassis with CIMC Vehicles Group Ltd. and CIMC Transportation Equipment, Inc. (collectively, "CIMC"). CIMC financed 90% of the acquisition cost of these remanufactured chassis. This equipment was delivered in eight tranches as manufacturing was completed over various delivery dates from October 11, 2010 to June 30, 2011 and eight corresponding financing agreements were signed. The term of each agreement is 120 months commencing on the acceptance date of the equipment. Amounts outstanding under these agreements bear an interest rate equal to LIBOR plus a margin and payments are made quarterly. Upon registration, CIMC is listed as the first lien holder on all certificates of title to the equipment. At December 31, 2014 and 2013, $16,950 and $19,278 was outstanding under these agreements. The weighted-average interest rates for the years ended December 31, 2014, 2013 and 2012 were 4.53%, 4.56% and 4.73%, respectively. | ||||||||
Capital Lease Obligations | ||||||||
At December 31, 2014 and 2013, the total capital lease obligations outstanding associated with leasing equipment were $88,272 and $131,859, respectively. The capital lease obligations mature in varying amounts from 2015 through 2021 and have stated or implicit rates ranging from 3.53% to 7.07%. The weighted-average interest rates for the years ended December 31, 2014, 2013 and 2012 were 4.96%, 5.10% and 5.21%, respectively. | ||||||||
On December 31, 2014 the Company exercised an early purchase option for one of its capital leases. The Company purchased 1,371 chassis for approximately $12,032 and recognized a loss on modifications and extinguishment of debt and capital lease obligations of $225. | ||||||||
Assets Pledged as Collateral | ||||||||
The Company's debt obligations are collateralized by the Company's Leasing equipment and Net investment in direct finance leases. As of December 31, 2014 and 2013, assets pledged as collateral are as follows: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
ABL Facility | $ | 1,276,781 | $ | 1,193,614 | ||||
CIMC Loans | 27,966 | 29,242 | ||||||
Capital Lease Obligations | 129,670 | 194,550 | ||||||
| | | | | | | | |
Total Pledged as Collateral | $ | 1,434,417 | $ | 1,417,406 | ||||
| | | | | | | | |
| | | | | | | | |
The Company's 11% Senior Secured Notes are secured on a second-priority lien basis. Collateral generally consists of cash, owned chassis, accounts receivable, and investment property of the guarantors including, with limitations, the equity of the non-guarantors. | ||||||||
Covenants | ||||||||
At December 31, 2014, under the Company's debt instruments, the Company is required to maintain certain financial covenants (as defined in each agreement) including Minimum Tangible Net Worth tests, Funded Debt to Tangible Net Worth, Senior Secured Leverage Ratio and a Fixed Charge Coverage test. As of December 31, 2014, the Company was in compliance with all covenants. | ||||||||
Debt Maturities | ||||||||
The Company's outstanding debt, including capital lease obligations, as of December 31, 2014 matures as follows: | ||||||||
2015 | $ | 30,546 | ||||||
2016 | 39,468 | |||||||
2017 | 771,641 | |||||||
2018 | 14,678 | |||||||
2019 | 303,420 | |||||||
Thereafter | 4,469 | |||||||
| | | | | ||||
$ | 1,164,222 | |||||||
| | | | | ||||
| | | | | ||||
Derivatives_and_Hedging_Activi
Derivatives and Hedging Activities | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Derivatives and Hedging Activities | ||||||||||||||||||||||||||||||||
Derivatives and Hedging Activities | 7. Derivatives and Hedging Activities | |||||||||||||||||||||||||||||||
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. Additionally, on January 10, 2013, the Company entered into a new interest rate swap transaction with Deutsche Bank AG effectively converting $300,000 of variable rate debt based upon LIBOR into a fixed rate instrument. The Company will receive one month LIBOR with interest payable at a rate of 0.756% on the notional amount. At December 31, 2014, one month LIBOR was 0.171%. The agreement terminates on August 9, 2017, in line with the termination date of the ABL Facility. | ||||||||||||||||||||||||||||||||
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 utilized 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 the date that the Company entered into an interest rate derivative, it formally documented the intended use of the interest rate derivative and its designation as a cash flow hedge, if applicable. The Company also assessed (both at inception and on an ongoing basis) whether the interest rate derivative had been highly effective in offsetting changes in the cash flows of the floating rate interest payments on its debt and whether the interest rate derivative was expected to remain highly effective in future periods. If it were to be determined that the interest rate derivative was not (or had ceased to be) highly effective as a cash flow hedge, the Company would have discontinued hedge accounting treatment. | ||||||||||||||||||||||||||||||||
At inception of an interest rate derivative designated as a cash flow hedge, the Company established the method it would use to assess effectiveness and the method it would use to measure any ineffectiveness. The Company used the "hypothetical derivative method" to estimate the fair value of the hedged interest payments in both its assessments and measurement of hedge effectiveness. The degree to which a hedge was judged as highly effective under the hypothetical derivative method depended on a calculation involving the comparison of the change in the fair value of the actual interest rate derivative to the change in the fair value of a hypothetical interest rate derivative with critical terms which matched the hedged floating-rate interest payments. | ||||||||||||||||||||||||||||||||
The effectiveness of the Company's hedge relationships was assessed prospectively and retrospectively by regressing historical changes in the actual interest rate derivative against historical changes in the hypothetical interest rate derivative and evaluating whether certain statistical measures (such as correlation and slope) had been met. However, measurement of hedge effectiveness in the Consolidated Financial Statements each period required a comparison of the cumulative change in the fair value of the actual interest rate derivative to the cumulative change in the fair value of the hypothetical interest rate derivative. When the change in the interest rate derivative exceeded the change in the hypothetical interest rate derivative, the amount of the change in fair value by which the actual interest rate derivative exceeded the hypothetical interest rate derivative was the calculated ineffectiveness which was recorded in Interest expense in the Consolidated Statements of Operations. | ||||||||||||||||||||||||||||||||
In accordance with the Derivatives and Hedging Topic of the FASB ASC, all interest rate derivatives were recognized on the Company's Consolidated Balance Sheets at their fair value and consisted 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 reflects the Company's or counterparty's non-performance risk. See Note 15. | ||||||||||||||||||||||||||||||||
For the Company's interest rate derivatives designated as cash flow hedges, the effective portion of the interest rate derivative's gain or loss was deferred and initially reported as a component of Accumulated other comprehensive income (loss) ("AOCI") and subsequently reclassified into earnings when the interest payments on the debt were recorded in earnings. The ineffective portion of the interest rate derivative was calculated and recorded in Interest expense in the Consolidated Statements of Operations at each quarter-end. Refer to Note 10 for further information regarding the amounts accumulated in other comprehensive loss. | ||||||||||||||||||||||||||||||||
The Company may, at its discretion, choose to terminate or re-designate any interest rate derivatives prior to their contractual maturities. At that time, any gains and losses previously reported in AOCI on termination would continue to amortize into interest expense or interest income to correspond to the recognition of interest expense or interest income as the interest payments on the debt affect earnings, provided that management has determined that the forecasted transactions are probable of occurring. | ||||||||||||||||||||||||||||||||
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 remaining interest rate derivatives. Upon settlement, the Company paid $91,422, which included $1,052 of accrued interest. The balance in AOCI is being 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. | ||||||||||||||||||||||||||||||||
Terminated interest rate derivatives are reviewed periodically to determine if the forecasted transactions remain probable of occurring. To the extent that the debt instrument was also 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 AOCI would be recognized in the Consolidated Statements of Operations immediately. | ||||||||||||||||||||||||||||||||
For additional disclosures related to derivative instruments, see Notes 2, 10 and 15. | ||||||||||||||||||||||||||||||||
The Company held the following interest rate derivative designated as a cash flow hedge as of December 31, 2014: | ||||||||||||||||||||||||||||||||
Hedged Item | Current | Effective | Maturity | Floating | Fixed Leg | Fair Value | ||||||||||||||||||||||||||
Notional | Date | Date | Rate | Interest Rate | Gain(a) | |||||||||||||||||||||||||||
Amount | ||||||||||||||||||||||||||||||||
ABL Facility | $ | 300,000 | Jan-13 | Aug-17 | 1M LIBOR | 0.756 | % | $ | 2,015 | |||||||||||||||||||||||
(a) | This interest rate derivative is recorded in Other Assets in the Consolidated Balance Sheets. | |||||||||||||||||||||||||||||||
At the dates indicated, the Company had in place total interest rate derivatives to fix floating interest rates on a portion of the borrowings under its debt facilities as summarized below: | ||||||||||||||||||||||||||||||||
Total Current | Weighted-Average | Weighted-Average | ||||||||||||||||||||||||||||||
Notional Amount | Fixed Leg | Remaining Term | ||||||||||||||||||||||||||||||
Interest Rate | ||||||||||||||||||||||||||||||||
December 31, 2014 | $ | 300,000 | 0.756 | % | 2.5 years | |||||||||||||||||||||||||||
December 31, 2013 | $ | 300,000 | 0.756 | % | 3.5 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 years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
Effective Portion | Ineffective Portion | |||||||||||||||||||||||||||||||
Derivative | Change in | Classification | Loss | Classification | (Gain) Loss | |||||||||||||||||||||||||||
Instruments | Unrealized | of Loss | Reclassified | of (Gain) Loss | Recognized | |||||||||||||||||||||||||||
Gain (Loss) | Reclassified | from OCI | Recognized | Directly in | ||||||||||||||||||||||||||||
Recognized | from OCI | into Income(b) | Directly in | Income on | ||||||||||||||||||||||||||||
in OCI on | into Income | Income on | Derivative(c) | |||||||||||||||||||||||||||||
Derivatives(a) | Derivative | |||||||||||||||||||||||||||||||
December 31, 2014 | Interest rate derivatives | $ | (2,005 | ) | Interest expense | $ | 12,131 | Interest expense | $ | (84 | ) | |||||||||||||||||||||
December 31, 2013 | Interest rate derivatives | $ | 1,081 | Interest expense | $ | 13,143 | Interest expense | $ | (82 | ) | ||||||||||||||||||||||
December 31, 2012 | Interest rate derivatives | $ | (17,572 | ) | Interest expense | $ | 17,061 | Interest expense | $ | 53 | ||||||||||||||||||||||
(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. | |||||||||||||||||||||||||||||||
The following table summarizes the deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
Amount of Deferred Loss | ||||||||||||||||||||||||||||||||
Amortized (including | ||||||||||||||||||||||||||||||||
Unamortized | Accelerated | Amount of | ||||||||||||||||||||||||||||||
Deferred | Amortization) into | Deferred Loss | ||||||||||||||||||||||||||||||
(Gain) | Interest Expense | Expected to | ||||||||||||||||||||||||||||||
Original | Deferred | Loss at | be Amortized | |||||||||||||||||||||||||||||
Maximum | Loss | December 31, | over the Next | |||||||||||||||||||||||||||||
Notional | Effective | Maturity | Fixed | Termination | Upon | 2014 | 12 months | |||||||||||||||||||||||||
Amount | Date | Date | Rate | Date | Termination | |||||||||||||||||||||||||||
Hedged Item | % | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||
(a) | $ | 60,852 | Jul-07 | Oct-17 | 5.299 | % | Dec-07 | $ | 1,853 | $ | (8 | ) | $ | 10 | $ | 33 | $ | 91 | $ | (2 | ) | |||||||||||
(a) | 200,000 | Jul-07 | Jul-17 | 5.307 | % | Dec-07 | 6,412 | (23 | ) | 45 | 141 | 355 | (6 | ) | ||||||||||||||||||
(a) | 163,333 | Jul-07 | Jul-14 | 5.58 | % | Dec-07 | 3,773 | — | 200 | 413 | 545 | — | ||||||||||||||||||||
(b) | 150,000 | Jul-08 | Oct-14 | 5.512 | % | Jul-08 | 1,711 | — | 44 | 65 | 163 | — | ||||||||||||||||||||
(b) | 150,000 | Oct-07 | Oct-14 | 5.512 | % | Jul-08 | 3,498 | — | 139 | 235 | 320 | — | ||||||||||||||||||||
(b) | 480,088 | Oct-14 | Oct-17 | 5.436 | % | Jul-08 | 1,711 | 1,566 | 145 | — | — | 662 | ||||||||||||||||||||
(b) | 480,088 | Oct-14 | Oct-17 | 5.436 | % | Jul-08 | 1,526 | 1,380 | 146 | — | — | 698 | ||||||||||||||||||||
(a) | 163,333 | Nov-07 | Jul-14 | 4.605 | % | Jul-08 | 2,082 | — | (166 | ) | (84 | ) | 125 | — | ||||||||||||||||||
(b) | 332,525 | Oct-07 | Oct-14 | 4.743 | % | Jul-08 | 7,641 | — | (167 | ) | 102 | 421 | — | |||||||||||||||||||
(a) | 58,238 | Nov-07 | Oct-17 | 4.305 | % | Jul-08 | 862 | (103 | ) | (61 | ) | (59 | ) | (40 | ) | (58 | ) | |||||||||||||||
(a) | 193,333 | Nov-07 | Jul-17 | 4.365 | % | Jul-08 | 3,265 | (340 | ) | (247 | ) | (209 | ) | (104 | ) | (206 | ) | |||||||||||||||
(c) | 37,000 | Sep-07 | Jul-14 | 5.526 | % | Mar-11 | 3,122 | — | 335 | 809 | 1,074 | — | ||||||||||||||||||||
(d) | 53,286 | Jul-08 | Oct-17 | 3.989 | % | Aug-12 | 2,048 | 535 | 469 | 678 | 366 | 330 | ||||||||||||||||||||
(d) | 181,667 | Jul-08 | Jul-17 | 4.033 | % | Aug-12 | 8,538 | 1,987 | 2,135 | 2,944 | 1,472 | 1,321 | ||||||||||||||||||||
(d) | 43,333 | Jul-08 | Jul-14 | 4.328 | % | Aug-12 | 11,033 | — | 3,437 | 5,477 | 2,119 | — | ||||||||||||||||||||
(d) | 211,567 | Jul-08 | Oct-14 | 4.147 | % | Aug-12 | 17,002 | — | 6,578 | 7,200 | 3,224 | — | ||||||||||||||||||||
(d) | 150,000 | Jul-08 | Oct-14 | 4 | % | Aug-12 | 5,080 | — | 1,960 | 2,233 | 887 | — | ||||||||||||||||||||
(d) | 427,407 | Oct-14 | Oct-17 | 5.174 | % | Aug-12 | 46,372 | 43,084 | 3,288 | — | — | 17,438 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 127,529 | $ | 48,078 | $ | 18,290 | $ | 19,978 | $ | 11,018 | $ | 20,177 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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 AOCI into interest expense over the next 12 months consists of net interest settlements on an active interest rate derivative in the amount of $825 (which is net of tax of $536) and amortization of deferred losses on the Company's terminated derivatives of $12,229 (which is net of tax of $7,948). | ||||||||||||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Commitments and Contingencies | 8. Commitments and Contingencies | ||||
Purchase Commitments | |||||
At December 31, 2014, commitments for capital expenditures for leasing equipment totaled approximately $6,874, all of which was committed for 2015. | |||||
Lease Commitments | |||||
Lease of 750 College Road East | |||||
On August 1, 2014, the Company entered into a lease of 82,283 square feet of office space for an initial term of 10 years and 9 months in an office building located at 750 College Road East, Princeton, New Jersey. The lease contains two five year renewal options and contains typical terms for agreements of such duration and size. The Company expects to move into the new office space during the second quarter of 2015. Entering into the lease will allow the Company to consolidate its headquarters from two locations into one. Additionally on August 1, 2014, the Company agreed to sell the building that currently serves as its corporate headquarters at 211 College Road East, Princeton, New Jersey, for $2,300. The Company reduced the carrying value of its headquarters to reflect the net realizable value of the pending sale. This resulted in the recognition of additional depreciation expense of $1,356. | |||||
The Company is eligible for various incentives in connection with this lease, including the award of a "Grow NJ Tax Credit" from the New Jersey Economic Development Authority for up to $9,800 in tax credits over a 10 year period, and subject to, among other things, meeting certain minimum capital spending requirements and retaining and adding new jobs in New Jersey. | |||||
The Company is party to various operating leases relating to office facilities and certain other equipment with various expiration dates through 2025. All leasing arrangements contain normal leasing terms without unusual purchase options or escalation clauses. Rental expense under operating leases was $8,541, $9,660 and $10,946 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
As of December 31, 2014, the aggregate minimum rental commitment under operating leases having initial or remaining non-cancelable lease terms in excess of one year was as follows: | |||||
2015 | $ | 8,015 | |||
2016 | 4,458 | ||||
2017 | 2,981 | ||||
2018 | 3,237 | ||||
2019 | 2,690 | ||||
Thereafter | 14,597 | ||||
| | | | | |
$ | 35,978 | ||||
| | | | | |
| | | | | |
The Company is party to various capital leases and is obligated to make payments related to its long-term borrowings. See Note 6. | |||||
Guarantees and Indemnifications | |||||
In the ordinary course of business, the Company executes contracts involving indemnifications standard in the industry and indemnifications specific to a transaction such as an assignment and assumption agreement. These indemnifications might include claims related to any of the following: tax matters, governmental regulations, and contractual relationships. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a third-party claim. The Company regularly evaluates the probability of having to incur costs associated with these indemnifications and have accrued for any expected losses that are probable. No losses have been accrued at December 31, 2014 and 2013. | |||||
At December 31, 2014, the following guarantees and indemnifications for which payments are possible are as follows: | |||||
Taxes | |||||
In the ordinary course of business, the Company provides various tax-related indemnifications as part of transactions. The indemnified party typically is protected from certain events that result in a tax treatment different from that originally anticipated. The Company's liability typically is fixed when a final determination of the indemnified party's tax liability is made. In some cases, a payment under a tax indemnification may be offset in whole or in part by refunds from the applicable governmental taxing authority. Interpool is party to numerous tax indemnifications and many of these indemnities do not limit potential payment; therefore, it is unable to estimate a maximum amount of potential future payments that could result from claims made under these indemnities. | |||||
Other | |||||
The Company is engaged in various legal proceedings from time to time incidental to the conduct of its business. Such proceedings may relate to claims arising out of accidents that occur which involve death and injury to persons and damage to property. Accordingly, the Company requires all of its lessees to indemnify the Company against any losses arising out of such accidents or other occurrences while its equipment is on-hire to the lessees. In addition, the Company's lessees are generally required to maintain minimum levels of general liability and property insurance coverages which are standard in the industry. The Company maintains general liability and property damage policies in the event that the above lessee coverages are insufficient or there is a loss for which the Company is responsible. | |||||
While the Company believes that such coverage should be adequate to cover current claims, there can be no guarantee that future claims will never exceed such amounts. Nevertheless, the Company believes that no current or potential claims of which it is aware will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. | |||||
The Company is subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. The Company may spend significant financial and managerial resources to defend itself against such claims, even when they are without merit. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the Company, its consolidated financial condition, results of operations or cash flows. | |||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Income Taxes | 9. 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 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 considered permanently invested in the foreign jurisdictions. The Company's liability for uncertain tax positions represents open tax return positions and tax assessments received and are reflected in Accrued expenses and other liabilities and offsets to deferred tax assets. | |||||||||||
The Company's chassis leasing business is primarily domiciled in the United States. Therefore, its income is primarily subject to United States taxation. | |||||||||||
Domestic and foreign pre-tax income was as follows: | |||||||||||
Year ended December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Domestic | $ | (7,988 | ) | $ | (13,472 | ) | $ | (7,571 | ) | ||
Foreign | 1,587 | 2,273 | 2,306 | ||||||||
| | | | | | | | | | | |
Total | $ | (6,401 | ) | $ | (11,199 | ) | $ | (5,265 | ) | ||
| | | | | | | | | | | |
| | | | | | | | | | | |
The (benefit) provision for income taxes is comprised of the following: | |||||||||||
Year ended December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current taxes: | |||||||||||
Federal | $ | (795 | ) | $ | 796 | $ | — | ||||
State | 713 | 54 | 255 | ||||||||
Foreign | 67 | 398 | 400 | ||||||||
| | | | | | | | | | | |
Total current taxes | (15 | ) | 1,248 | 655 | |||||||
| | | | | | | | | | | |
Deferred taxes: | |||||||||||
Federal | (2,115 | ) | 14,211 | (2,207 | ) | ||||||
State | (1,395 | ) | 1,936 | (1,010 | ) | ||||||
Foreign | 80 | 759 | 387 | ||||||||
| | | | | | | | | | | |
Total deferred taxes | (3,430 | ) | 16,906 | (2,830 | ) | ||||||
| | | | | | | | | | | |
Total provision (benefit) for income taxes | $ | (3,445 | ) | $ | 18,154 | $ | (2,175 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
The decrease in the tax provision in 2014 compared to 2013 and the increase in the tax provision in 2013 compared to 2012 was due primarily to the Company recognizing for tax purposes in 2013 a $56,120 gain from the distribution of stock in a related company. The recognized gain was fully offset by net operating loss carryforwards. | |||||||||||
A reconciliation of the U.S. statutory tax rate to the effective tax rate for continuing operations follows: | |||||||||||
Year ended December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
U.S. statutory rate | 35 | % | 35 | % | 35 | % | |||||
State taxes | 12.9 | (12.2 | ) | 19.9 | |||||||
Foreign earnings taxed at other than 35% | 7.5 | (4.8 | ) | (7.8 | ) | ||||||
Gain | — | (175.3 | ) | — | |||||||
Changes in uncertain tax positions | (6.3 | ) | (0.1 | ) | — | ||||||
Valuation allowances | 5.1 | (5.6 | ) | (5.5 | ) | ||||||
Permanent tax items | (0.4 | ) | 0.9 | (0.3 | ) | ||||||
Other | — | — | — | ||||||||
| | | | | | | | | | | |
Effective tax rate | 53.8 | % | (162.1 | )% | 41.3 | % | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
In all years the effective tax rate differs from the U.S. federal tax rate of 35% due to state and local income taxes and foreign earnings. In addition, in 2014, the effective tax rate decreased due to an increase in an uncertain state tax position. In 2013, permanent differences between book and tax treatment of certain items including a recognized gain from the distribution of stock in a related company significantly increased the effective tax rate. The tax gain resulted from the difference between the fair market value of the stock at the time of the distribution and the stock's historical tax basis. The transaction that produced the gain for income tax purposes did not result in a corresponding book gain. This difference is reflected in the significant decrease in the Company's effective tax rate for 2013. | |||||||||||
Significant components of deferred tax assets and liabilities were as follows: | |||||||||||
December 31 | |||||||||||
2014 | 2013 | ||||||||||
Deferred tax assets: | |||||||||||
Loss carryforwards | $ | 304,263 | $ | 295,387 | |||||||
Derivative instruments | 18,148 | 24,829 | |||||||||
Other | 8,977 | 8,296 | |||||||||
| | | | | | | | ||||
Deferred tax assets | 331,388 | 328,512 | |||||||||
Valuation allowance | (2,205 | ) | (2,931 | ) | |||||||
| | | | | | | | ||||
Total deferred tax assets | 329,183 | 325,581 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Operating property, net | 412,706 | 398,788 | |||||||||
Derivative Instruments | 18,944 | 26,124 | |||||||||
| | | | | | | | ||||
Total deferred tax liabilities | 431,650 | 424,912 | |||||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | 102,467 | $ | 99,331 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Through December 31, 2014, the Company has incurred passive activity loss ("PALs") and net operating loss ("NOLs") carryforwards of approximately $228,931 and $534,619, respectively, for U.S. federal and state income tax purposes. The PALs can be carried forward indefinitely to offset income generated from future leasing activities. | |||||||||||
The remaining $534,619 of NOLs can be carried forward to offset any income from future leasing activities or other future non-leasing taxable income (i.e., dividends, interest, and capital gain income). The NOL carryforward will not begin to expire until 2028. After considering the future reversal of its existing taxable temporary differences coupled with the tax planning strategies, the Company does not believe a valuation allowance is required for federal taxes with respect to these PALs or NOLs. However, as of December 31, 2014 and 2013, the Company has a valuation allowance recorded of $2,205 and $2,931, respectively, relating to state NOL and capital loss carryforwards which have a remaining expiration period of five years or less. | |||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||
Balance at December 31, 2012 | $ | 84 | |||||||||
Change during 2013 | — | ||||||||||
| | | | | |||||||
Balance at December 31, 2013 | 84 | ||||||||||
Change during 2014 | 893 | ||||||||||
| | | | | |||||||
Balance at December 31, 2014 | $ | 977 | |||||||||
| | | | | |||||||
| | | | | |||||||
As of December 31, 2014, 2013 and 2012 the Company had $696, $152 and $143 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 in income tax expense. During the years ended December 31, 2014 and 2013, the Company recognized approximately $94 and $9, respectively, in interest and penalties. No interest and penalties were recognized during the year ended December 31, 2012. The Company does not anticipate any material reversals of its recorded uncertain tax positions in the subsequent twelve month period. | |||||||||||
The Company's 2011 to 2013 federal income tax returns and 2010 to 2013 state tax returns remain subject to examination. The Company does not expect the outcome of any federal or state examinations to have a material impact on the Consolidated Financial Statements. In addition, the Company's NOLs generally remain subject to potential examination until three years from their utilization year regardless of their year of origin. | |||||||||||
As of December 31, 2014, 2013 and 2012 the cumulative undistributed foreign earnings were approximately $2,610, $1,098 and $467, respectively. Determining the unrecognized deferred tax liability for these undistributed foreign earnings is not practical. The Company reinvests its earnings in Mexico into its local operations and does not have a domestic need to reinvest such earnings. As such the Company considers all of its foreign earnings to be permanently invested in the foreign jurisdiction. | |||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||
Accumulated Other Comprehensive Loss | 10. Accumulated Other Comprehensive Loss | |||||||||||||
Accumulated other comprehensive loss 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. | ||||||||||||||
The components of Accumulated comprehensive (loss), net of tax, are as follows: | ||||||||||||||
Unrealized | Net Derivative | Foreign | Total | |||||||||||
Gain (Loss) | Loss to be | Currency | Accumulated | |||||||||||
on | Reclassified | Translation | Other | |||||||||||
Derivative | into Earnings | Comprehensive | ||||||||||||
Instruments | Loss | |||||||||||||
Balance, December 31, 2011 | $ | (47,525 | ) | $ | (4,394 | ) | $ | 296 | $ | (51,623 | ) | |||
Reclassification of terminated derivative | 54,297 | (54,297 | ) | — | — | |||||||||
Current-period other comprehensive (loss) income | (6,772 | ) | 6,261 | 158 | (353 | ) | ||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2012 | $ | — | $ | (52,430 | ) | $ | 454 | $ | (51,976 | ) | ||||
Current-period other comprehensive income (loss) | 2,020 | 12,204 | (596 | ) | 13,628 | |||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2013 | $ | 2,020 | $ | (40,226 | ) | $ | (142 | ) | $ | (38,348 | ) | |||
Current-period other comprehensive (loss) income | (899 | ) | 11,025 | (395 | ) | 9,731 | ||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2014 | $ | 1,121 | $ | (29,201 | ) | $ | (537 | ) | $ | (28,617 | ) | |||
The amount of loss expected to be reclassified from Accumulated other comprehensive loss into interest expense over the next twelve months consists of net interest settlements on an active interest rate derivative in the amount of $825 (which is net of tax of $536) and amortization of deferred losses on the Company's terminated derivatives of $12,229 (which is net of tax of $7,948). | ||||||||||||||
The following table presents the effects of reclassifications out of AOCI and into the Consolidated Statement of Income: | ||||||||||||||
Year ended December 31, | ||||||||||||||
Income Statement Line Item | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives | Interest expense | $ | 18,290 | $ | 19,978 | $ | 11,018 | |||||||
Related income tax benefit | Benefit for income taxes | (7,265 | ) | (7,774 | ) | (4,757 | ) | |||||||
| | | | | | | | | | | | | ||
Net loss reclassified out of AOCI | $ | 11,025 | $ | 12,204 | $ | 6,261 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
ShareBased_Payments
Share-Based Payments | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Share-Based Payments | |||||||||||
Share-Based Payments | 11. Share-Based Payments | ||||||||||
Restricted Stock Awards—SCT Chassis, Inc. | |||||||||||
On March 28, 2012, the Company's indirect parent, SCT Chassis, Inc. increased its authorized share capital to 71,000,000 common shares, par value $0.01 per share. SCT Chassis, Inc. issued 68,459,471 common shares to its parent, Seacastle Inc. who previously held 200 shares. On May 31, 2012, Interpool purchased 540,329 shares of common stock of SCT Chassis, Inc. at a fair market value of $6.17 per share for a total of $3,334 for use in its newly created stock incentive program for key employees. Additionally, on September 30, 2012 Interpool purchased 3,181 shares at a fair market value of $6.17 per share for a total of $19 and on December 13, 2012 an additional 40,900 shares were purchased at a fair market value of $6.41 per share for a total of $262. As a result of these transactions, SCT Chassis, Inc. has 69,044,081 common shares outstanding. The fair value of these shares was determined by a valuation by the Board of Directors of Seacastle Inc. In determining fair market value, the Board of Directors relies on a number of valuation approaches including the market-based approach using current market multiples as well as the income approach utilizing a discounted cash flow analysis. | |||||||||||
Certain key employees of Interpool held restricted shares of Seacastle Inc. During June 2012, these employees exchanged an aggregate of 58,425 shares of Seacastle Inc. common stock for 55,212 shares of SCT Chassis, Inc. common stock, at an exchange ratio of 0.945 of an SCT Chassis, Inc. share for each share of Seacastle Inc. common stock. The 58,425 shares of Seacastle Inc. common stock included 45,934 vested shares (37,365 granted vested shares and 8,569 employee purchased shares) and 12,491 unvested restricted shares. These were exchanged into 43,408 vested shares (35,310 granted vested shares and 8,098 employee purchased shares) and 11,804 unvested restricted shares. The unvested shares related to this exchange vested over periods through January 1, 2014. | |||||||||||
The Company accounted for the exchange of the awards as a modification in accordance with the Compensation—Stock Compensation Topic of the FASB ASC where applicable and determined no additional compensation charges were required. The Company recorded compensation expense on the unvested shares at the date of the exchange over the remaining vesting period. | |||||||||||
On June 1, 2012, a total of 493,214 restricted shares of SCT Chassis, Inc. were granted to key employees of the Company at a fair value of $6.17 per share or a total fair value of $3,043. Of this grant, 123,305 shares vested immediately, with the remainder vesting in equal increments on January 1, 2013, 2014 and 2015. On July 31, 2012, 53,079 shares were granted at a fair value of $6.17 per share or a total fair value of $327. Of this grant, 13,270 shares vested immediately, with the remainder vesting in equal increments on July 1, 2013, 2014 and 2015. Finally, on October 31, 2012, 40,900 shares were granted at a fair value of $6.41 per share or a total fair value of $262. These shares vest in equal increments on January 1, 2013, 2014, 2015, and 2016. | |||||||||||
On March 1, 2013, 27,599 restricted shares of SCT Chassis, Inc. were granted at a fair value of $7.15 per share or a total fair value of $197. Of this grant 6,900 shares vested immediately, with the remainder vesting in equal increments on January 1, 2014, 2015 and 2016. On May 1, 2013, 21,570 restricted shares of SCT Chassis, Inc. were granted at a fair value of $7.63 per share or a total fair value of $165. These shares will vest in equal increments on January 1, 2014, 2015, 2016 and 2017. Finally, on December 1, 2013, 50,000 restricted shares of SCT Chassis, Inc. were granted at a fair value of $7.63 per share or a total fair value of $382. These shares will vest in equal increments on January 1, 2014, 2015, 2016 and 2017. | |||||||||||
No shares were granted during the year ended December 31, 2014. | |||||||||||
At December 31, 2014, the Management Shareholder Agreements also provide for additional grants of 1,096,954 restricted shares if certain performance conditions are achieved or if certain market conditions are met following a liquidity event. No compensation expense has been recorded since achievement of these conditions is not considered probable. As of December 31, 2014, the total number of shares authorized for grant under this plan was 2,548,426 with 2,098,296 shares available for future grant. | |||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company recorded share-based compensation expense of $810, $1,181 and $1,765, respectively. 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 cost 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 cost was approximately $430 at December 31, 2014, which is expected to be recognized over the remaining weighted-average vesting period of 0.8 years. | |||||||||||
Non-vested Shares | Shares | Weighted- | Fair Value of | ||||||||
Average | Shares at | ||||||||||
Grant Date | Grant Date | ||||||||||
Fair Value per | |||||||||||
share | |||||||||||
Non-vested at January 1, 2012 | — | $ | — | $ | — | ||||||
Granted | 598,997 | 6.27 | 3,756 | ||||||||
Forfeited | (3,031 | ) | 6.17 | (19 | ) | ||||||
Vested | (144,606 | ) | 6.22 | (900 | ) | ||||||
| | | | | | | | | | | |
Non-vested at December 31, 2012 | 451,360 | $ | 6.29 | $ | 2,837 | ||||||
Granted | 99,169 | 7.5 | 743 | ||||||||
Forfeited | (23,750 | ) | 6.17 | (146 | ) | ||||||
Vested | (174,336 | ) | 6.34 | (1,106 | ) | ||||||
| | | | | | | | | | | |
Non-vested at December 31, 2013 | 352,443 | $ | 6.61 | $ | 2,328 | ||||||
Granted | — | — | — | ||||||||
Forfeited | (20,000 | ) | 6.17 | (123 | ) | ||||||
Vested | (152,226 | ) | 6.54 | (996 | ) | ||||||
| | | | | | | | | | | |
Non-vested at December 31, 2014 | 180,217 | $ | 6.71 | $ | 1,209 | ||||||
Stock Repurchases | |||||||||||
During the year ended December 31, 2014, Interpool purchased 92,643 shares of SCT Chassis, Inc. common stock from employees to meet their minimum statutory withholding requirements upon share vesting and to repurchase shares from employees upon termination. The cost of these shares was $858 and is included in Member's interest in the Consolidated Balance Sheet. | |||||||||||
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Segment and Geographic Information | ||||||||||||||
Segment and Geographic Information | 12. 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. 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 Marine Market segment provides marine chassis to the world's leading shipping lines and motor carriers. A marine chassis is typically 20', 40' or 45' in length and is used in the transport of dry or refrigerated marine shipping containers of the same size carrying goods between port terminals and/or railroad ramps and retail or wholesale warehouse or store locations. | ||||||||||||||
The Domestic Market segment provides domestic chassis to major U.S. intermodal transportation companies and Class 1 railroads. A domestic chassis is typically 53' in length and is used in the transport of domestic shipping containers of the same size carrying goods between railroad ramps and retail or wholesale warehouses or store locations. | ||||||||||||||
Product offerings in the Marine and Domestic Market segments include both short-term and long-term leasing arrangements. Short term or pool leasing arrangements operate under the concept of a chassis pool, which is similar to a car rental model, whereby the Company provides a shared pool of chassis at major intermodal transportation points such as port terminals and railroad ramps for use by multiple customers on an as-needed basis. Customers in pools generally enter into pool user agreements for a period of 1 to 3 years and may be subject to subscription levels for minimum chassis usage, known as minimum usage or subscription arrangements. | ||||||||||||||
The long-term and direct finance leasing arrangements typically represent long-term triple-net leases with fixed rate per diems, which require the lessee to pay all maintenance fees, insurance premiums and tax payments related to the equipment. Under a term lease, the Company retains the benefit and residual value of, and bears the risk of re-leasing the asset at the end of the lease term. Under a direct finance lease, the customer typically receives a bargain purchase option at the expiration of the lease. | ||||||||||||||
The accounting policies of the segments are the same as those described in Note 2; 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 represents the most significant balance sheet item reviewed by the Company's chief operating decision maker. | ||||||||||||||
In accordance with FASB ASC 280-10 and because the Company's management views goodwill as a corporate asset, the Company does not allocate its goodwill balance to its reportable segments. However, in accordance with the provisions of FASB ASC 350, Intangibles—Goodwill and Other, the Company is required to allocate goodwill to each reporting unit in order to perform its annual impairment review of goodwill. See Note 5. | ||||||||||||||
The Company evaluates current and future projected segment performance and allocates resources to them primarily based upon Adjusted EBITDA. The Company defines EBITDA as income (loss) before income taxes, interest expense, depreciation and amortization expense, impairment of assets and leasing equipment, early retirement of leasing equipment, loss on modification and extinguishment of debt and capital lease obligations and other expense (income) and interest income. The Company defines Adjusted EBITDA as EBITDA excluding non-cash share-based compensation and principle collections on direct finance leases. 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 years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
2014 | Marine | Domestic | Other | Total | ||||||||||
Market | Market | |||||||||||||
segment | segment | |||||||||||||
Term revenue | $ | 38,767 | $ | 17,313 | $ | — | $ | 56,080 | ||||||
Pool revenue | 380,491 | 151,716 | — | 532,207 | ||||||||||
All other revenue | 21,943 | 9,615 | 7,143 | 38,701 | ||||||||||
| | | | | | | | | | | | | | |
Total revenue | 441,201 | 178,644 | 7,143 | 626,988 | ||||||||||
Adjusted EBITDA | 127,779 | 99,313 | (26,160 | ) | 200,932 | |||||||||
Depreciation expense | 37,867 | 26,666 | 7,581 | 72,114 | ||||||||||
Net investment in direct finance leases | 16,105 | 110 | — | 16,215 | ||||||||||
Leasing equipment | 789,874 | 501,609 | 145,426 | 1,436,909 | ||||||||||
Capital expenditures for long-lived assets | 111,604 | 37,772 | 4,999 | 154,375 | ||||||||||
2013 | Marine | Domestic | Other | Total | ||||||||||
Market | Market | |||||||||||||
segment | segment | |||||||||||||
Term revenue | $ | 45,782 | $ | 18,227 | $ | — | $ | 64,009 | ||||||
Pool revenue | 273,391 | 135,171 | — | 408,562 | ||||||||||
All other revenue | 25,990 | 6,852 | 9,831 | 42,673 | ||||||||||
| | | | | | | | | | | | | | |
Total revenue | 345,163 | 160,250 | 9,831 | 515,244 | ||||||||||
Adjusted EBITDA | 96,731 | 79,410 | (13,177 | ) | 162,964 | |||||||||
Depreciation expense | 33,862 | 30,923 | 7,006 | 71,791 | ||||||||||
Net investment in direct finance leases | 24,865 | 161 | — | 25,026 | ||||||||||
Leasing equipment | 742,434 | 475,371 | 176,283 | 1,394,088 | ||||||||||
Capital expenditures for long-lived assets | 102,837 | 38,276 | 4,225 | 145,338 | ||||||||||
2012 | Marine | Domestic | Other | Total | ||||||||||
Market | Market | |||||||||||||
segment | segment | |||||||||||||
Term revenue | $ | 69,886 | $ | 18,108 | $ | — | $ | 87,994 | ||||||
Pool revenue | 164,375 | 120,691 | — | 285,066 | ||||||||||
All other revenue | 20,863 | 7,264 | 13,406 | 41,533 | ||||||||||
| | | | | | | | | | | | | | |
Total revenue | 255,124 | 146,063 | 13,406 | 414,593 | ||||||||||
Adjusted EBITDA | 106,342 | 66,819 | (13,267 | ) | 159,894 | |||||||||
Depreciation expense | 31,544 | 26,245 | 8,263 | 66,052 | ||||||||||
Net investment in direct finance leases | 40,523 | 206 | — | 40,729 | ||||||||||
Leasing equipment | 694,588 | 470,894 | 159,901 | 1,325,383 | ||||||||||
Capital expenditures for long-lived assets | 52,476 | 50,514 | 588 | 103,578 | ||||||||||
The following are reconciliations of the total measure of profit or loss to the Company's net loss. | ||||||||||||||
Year ended December 31 | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Adjusted EBITDA | $ | 200,932 | $ | 162,964 | $ | 159,894 | ||||||||
Principal collections on direct finance leases, net of interest earned | (4,622 | ) | (5,706 | ) | (7,836 | ) | ||||||||
Non-cash share-based compensation | (810 | ) | (1,181 | ) | (1,765 | ) | ||||||||
Interest expense | (86,837 | ) | (91,085 | ) | (75,102 | ) | ||||||||
Depreciation expense | (72,114 | ) | (71,791 | ) | (66,052 | ) | ||||||||
Impairment of leasing equipment | (5,855 | ) | (5,857 | ) | (6,506 | ) | ||||||||
Early retirement of leasing equipment | (37,766 | ) | — | — | ||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | (315 | ) | (904 | ) | (8,850 | ) | ||||||||
Interest income | 61 | 287 | 143 | |||||||||||
Other income, net | 925 | 2,074 | 809 | |||||||||||
| | | | | | | | | | | ||||
Loss before (benefit) provision for income taxes | (6,401 | ) | (11,199 | ) | (5,265 | ) | ||||||||
(Benefit) provision for income taxes | (3,445 | ) | 18,154 | (2,175 | ) | |||||||||
| | | | | | | | | | | ||||
Net loss | $ | (2,956 | ) | $ | (29,353 | ) | $ | (3,090 | ) | |||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
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. | ||||||||||||||
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2014 | |
Defined Contribution Plan | |
Defined Contribution Plan | 13. 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. The Company matches 100% of the employee's contribution to the extent such employee contribution did not exceed 6% of such employee's compensation. For the years ended December 31, 2014, 2013 and 2012, the Company contributed approximately $1,961, $1,283 and $1,078, respectively, to this plan. These amounts are included in Selling, general and administrative expenses on the Consolidated Statements of Operations. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions |
Management, Facility Fees and Chassis Leasing | |
Beginning in July 2007, management and facility fees have been allocated among affiliates of Seacastle Inc. Such allocations relate to expenses incurred and services performed by one affiliate on behalf of another affiliate. For the years ended December 31, 2014, 2013 and 2012, the Company reflected income of $107, $296 and $336, respectively, associated with such allocations. | |
The Company believes the estimates and assumptions used in deriving such allocations are reasonable and would not be materially different if negotiated independently. Included in such amounts are expenses for share-based compensation allocated from Seacastle Inc., the Parent, relative to both dedicated and shared Seacastle Inc. employees. These amounts are recorded in Selling, general and administrative expenses on the Consolidated Statements of Operations. | |
The Company has a net receivable from affiliates of $705 and $1,823 at December 31, 2014 and 2013, 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 years ended December 31, 2014, 2013 and 2012, the Company recorded revenue from FEC of $1,766, $1,028 and $664, respectively. | |
In addition to the above, during 2013, the Company received a one-time stock distribution in a related company that resulted in a tax gain of $56.1 million without producing a corresponding book gain. The Company recorded a non-cash tax provision related to this gain of $22.1 million. The recognized tax gain was fully offset by net operating loss carryforwards. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Fair Value of Financial Instruments | 15. Fair Value of Financial Instruments | |||||||||||||
The Company applies the provisions included in the Fair Value Measurement Topic in the FASB ASC to all financial and non-financial assets and liabilities. This Topic emphasizes that fair value is a market-based measurement, not an entity-specific measurement. The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current conditions (that is, an exit price) at the measurement date from the perspective of the market participant that holds the asset or owes the liability. The Topic requires the use of valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. These inputs are prioritized as follows: | ||||||||||||||
• | Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. A quoted price in an active market provides the most reliable evidence of fair value and shall be used without adjustment to measure fair value whenever available. | |||||||||||||
• | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. | |||||||||||||
• | Level 3: Unobservable inputs for which there is little or no market data and which require internal development of assumptions about how market participants price the asset or liability. In developing unobservable inputs, the Company may begin with its own data, but it shall adjust those data if reasonably available information indicates that other market participants would use different data or there is something particular to the Company that is not available to other market participants. | |||||||||||||
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk and the Company's credit risk in its assessment of fair value. | ||||||||||||||
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 | Fair Value Measurement as | |||||||||||||
as of | of December 31, 2014 using | |||||||||||||
December 31, | Fair Value Hierarchy | |||||||||||||
2014 | Level 1 | Level 2 | Level 3 | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 4,256 | $ | 4,256 | $ | — | $ | — | ||||||
Derivative instruments | 2,015 | — | 2,015 | — | ||||||||||
Fair Value | Fair Value Measurement as | |||||||||||||
as of | of December 31, 2013 using | |||||||||||||
December 31, | Fair Value Hierarchy | |||||||||||||
2013 | Level 1 | Level 2 | Level 3 | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 11,843 | $ | 11,843 | $ | — | $ | — | ||||||
Derivative instruments | 3,414 | — | 3,414 | — | ||||||||||
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 derivative was recorded at fair value in Other Assets on the Company's Consolidated Balance Sheets and consists of a United States dollar denominated LIBOR-based interest rate swap. Its fair value was 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 derivative is immaterial to the consolidated financial statements, and will reassess the fair value of this derivative each reporting period 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 is $479,334 as of December 31, 2014 and $436,162 as of December 31, 2013. Variable interest rate debt in both years is net of $300,000 of variable rate debt which has been effectively converted to fixed rate debt through the use of an interest rate swap entered into with Deutsche Bank AG. Accordingly, the Company's variable rate debt approximates market value for similar instruments at the respective dates. The Company had fixed rate debt of $684,888 as of December 31, 2014 and $727,975 as of December 31, 2013. 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 4.87% at December 31, 2014 and 4.91% at December 31, 2013. 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: | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||
Amount of | of Asset | Amount of | of Asset | |||||||||||
Asset | (Liability) | Asset | (Liability) | |||||||||||
(Liability) | (Liability) | |||||||||||||
Derivative instrument | 2,015 | 2,015 | 3,414 | 3,414 | ||||||||||
Total debt | (1,164,222 | ) | (1,186,862 | ) | (1,164,137 | ) | (1,205,298 | ) | ||||||
Guarantor_Financial_Informatio
Guarantor Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Guarantor Financial Information | |||||||||||||||||
Guarantor Financial Information | 16. Guarantor Financial Information | ||||||||||||||||
On August 9, 2012, TRAC along with TRAC Intermodal Corp., entered into a Purchase Agreement pursuant to which it sold $300,000 total 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 requires the Company to file a registration statement with the Securities and Exchange Commission to offer exchange notes with terms substantially identical in all material respects to the Original Notes within 365 days of closing. The exchange offer 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 were validly tendered for exchange, representing 100% of the principal amount of the outstanding Original Notes. The notes are jointly and severally guaranteed unconditionally on a senior secured basis by all of the Issuer's existing and future wholly-owned domestic subsidiaries, with certain exceptions. All guarantor subsidiaries are 100% owned by the Issuer. All amounts in the following tables are in thousands. | |||||||||||||||||
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 2,037 | $ | 2,219 | $ | — | $ | 4,256 | |||||||
Accounts receivable, net | — | 134,765 | 311 | — | 135,076 | ||||||||||||
Net investment in direct finance leases | — | 25,176 | — | (8,961 | ) | 16,215 | |||||||||||
Leasing equipment, net of accumulated depreciation | — | 1,424,112 | 12,797 | — | 1,436,909 | ||||||||||||
Goodwill | — | 251,907 | — | — | 251,907 | ||||||||||||
Affiliate and intercompany receivable | — | 704 | 8 | (8 | ) | 704 | |||||||||||
Intercompany interest receivable | 12,467 | — | — | (12,467 | ) | — | |||||||||||
Intercompany note receivable | 300,000 | — | — | (300,000 | ) | — | |||||||||||
Investment in subsidiary | 530,398 | 4,642 | — | (535,040 | ) | — | |||||||||||
Other assets | — | 40,966 | 284 | — | 41,250 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 842,865 | $ | 1,884,309 | $ | 15,619 | $ | (856,476 | ) | $ | 1,886,317 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Liabilities member's interest | |||||||||||||||||
Accounts payable, accrued expenses and other liabilities | $ | 12,467 | $ | 76,705 | $ | 58 | $ | — | $ | 89,230 | |||||||
Intercompany payable | — | 8 | — | (8 | ) | — | |||||||||||
Intercompany note payable | — | 300,000 | — | (300,000 | ) | — | |||||||||||
Intercompany interest payable | — | 12,467 | — | (12,467 | ) | — | |||||||||||
Intercompany lease payable | — | — | 8,961 | (8,961 | ) | — | |||||||||||
Deferred income taxes, net | — | 100,509 | 1,958 | — | 102,467 | ||||||||||||
Debt and capital lease obligations | 300,000 | 864,222 | — | — | 1,164,222 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities | 312,467 | 1,353,911 | 10,977 | (321,436 | ) | 1,355,919 | |||||||||||
Total member's interest | 530,398 | 530,398 | 4,642 | (535,040 | ) | 530,398 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and member's interest | $ | 842,865 | $ | 1,884,309 | $ | 15,619 | $ | (856,476 | ) | $ | 1,886,317 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||||||
and Comprehensive (Loss) Income | |||||||||||||||||
For The Year Ended December 31, 2014 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Total revenue | $ | — | $ | 624,059 | $ | 3,205 | $ | (276 | ) | $ | 626,988 | ||||||
Direct operating expenses | — | 333,095 | 40 | — | 333,135 | ||||||||||||
Selling, general and administrative expenses | — | 83,788 | 558 | — | 84,346 | ||||||||||||
Depreciation expense | — | 71,518 | 596 | — | 72,114 | ||||||||||||
Provision for doubtful accounts | — | 14,007 | — | — | 14,007 | ||||||||||||
Impairment of leasing equipment | — | 5,855 | — | — | 5,855 | ||||||||||||
Early retirement of leasing equipment | — | 37,766 | — | — | 37,766 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | — | 315 | — | — | 315 | ||||||||||||
Interest expense | 33,000 | 86,836 | 277 | (33,276 | ) | 86,837 | |||||||||||
Interest income | (33,000 | ) | (61 | ) | — | 33,000 | (61 | ) | |||||||||
Equity in earnings of subsidiary | 2,956 | (1,512 | ) | — | (1,444 | ) | — | ||||||||||
Other income, net | — | (925 | ) | — | — | (925 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 2,956 | 630,682 | 1,471 | (1,720 | ) | 633,389 | |||||||||||
(Loss) income before (benefit) provision for income taxes | (2,956 | ) | (6,623 | ) | 1,734 | 1,444 | (6,401 | ) | |||||||||
(Benefit) provision for income taxes | — | (3,667 | ) | 222 | — | (3,445 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) income | (2,956 | ) | (2,956 | ) | 1,512 | 1,444 | (2,956 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Unrealized gain on derivative instruments, net of tax of $585 | — | (899 | ) | — | — | (899 | ) | ||||||||||
Derivative loss reclassified into earnings, net of tax of ($7,265) | — | 11,025 | — | — | 11,025 | ||||||||||||
Foreign currency translation loss, net of tax of $364 | — | (395 | ) | — | — | (395 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total other comprehensive income | — | 9,731 | — | — | 9,731 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | $ | (2,956 | ) | $ | 6,775 | $ | 1,512 | $ | 1,444 | $ | 6,775 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For The Year Ended December 31, 2014 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by operating activities | $ | — | $ | 135,211 | $ | 1,684 | $ | 1,654 | $ | 138,549 | |||||||
Investing activities: | |||||||||||||||||
Proceeds from sale of leasing equipment | — | 8,265 | — | — | 8,265 | ||||||||||||
Collections on net investment in direct finance leases, net of interest earned | — | 6,276 | — | (1,654 | ) | 4,622 | |||||||||||
Purchase of leasing equipment | — | (149,376 | ) | — | — | (149,376 | ) | ||||||||||
Purchase of fixed asset | — | (4,999 | ) | — | — | (4,999 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | — | (139,834 | ) | — | (1,654 | ) | (141,488 | ) | |||||||||
Financing activities: | |||||||||||||||||
Proceeds from long-term debt | — | 148,000 | — | — | 148,000 | ||||||||||||
Repayment of long-term debt | — | (148,292 | ) | — | — | (148,292 | ) | ||||||||||
Cash paid for debt issuance fees | — | (3,156 | ) | — | — | (3,156 | ) | ||||||||||
Repurchase of shares from employees | — | (858 | ) | — | — | (858 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in financing activities | — | (4,306 | ) | — | — | (4,306 | ) | ||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | (342 | ) | — | — | (342 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | — | (9,271 | ) | 1,684 | — | (7,587 | ) | ||||||||||
Cash and cash equivalents, beginning of period | — | 11,308 | 535 | — | 11,843 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 2,037 | $ | 2,219 | $ | — | $ | 4,256 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 11,308 | $ | 535 | $ | — | $ | 11,843 | |||||||
Accounts receivable, net | — | 112,550 | 588 | — | 113,138 | ||||||||||||
Net investment in direct finance leases | — | 35,237 | — | (10,211 | ) | 25,026 | |||||||||||
Leasing equipment, net of accumulated depreciation | — | 1,380,685 | 13,403 | — | 1,394,088 | ||||||||||||
Goodwill | — | 251,907 | — | — | 251,907 | ||||||||||||
Affiliate and intercompany receivable | — | 1,994 | — | (171 | ) | 1,823 | |||||||||||
Intercompany interest receivable | 12,467 | — | — | (12,467 | ) | — | |||||||||||
Intercompany note receivable | 300,000 | — | — | (300,000 | ) | — | |||||||||||
Investment in subsidiary | 523,658 | 3,130 | — | (526,788 | ) | — | |||||||||||
Other assets | — | 43,073 | 1,012 | — | 44,085 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 836,125 | $ | 1,839,884 | $ | 15,538 | $ | (849,637 | ) | $ | 1,841,910 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Liabilities member's interest | |||||||||||||||||
Accounts payable, accrued expenses and other liabilities | $ | 12,467 | $ | 42,027 | $ | 290 | $ | — | $ | 54,784 | |||||||
Intercompany payable | — | — | 171 | (171 | ) | — | |||||||||||
Intercompany note payable | — | 300,000 | — | (300,000 | ) | — | |||||||||||
Intercompany interest payable | — | 12,467 | — | (12,467 | ) | — | |||||||||||
Intercompany lease payable | — | — | 10,211 | (10,211 | ) | — | |||||||||||
Deferred income taxes, net | — | 97,595 | 1,736 | — | 99,331 | ||||||||||||
Debt and capital lease obligations | 300,000 | 864,137 | — | — | 1,164,137 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities | 312,467 | 1,316,226 | 12,408 | (322,849 | ) | 1,318,252 | |||||||||||
Total member's interest | 523,658 | 523,658 | 3,130 | (526,788 | ) | 523,658 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and member's interest | $ | 836,125 | $ | 1,839,884 | $ | 15,538 | $ | (849,637 | ) | $ | 1,841,910 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||||||
and Comprehensive (Loss) Income | |||||||||||||||||
For The Year Ended December 31, 2013 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Total revenue | $ | — | $ | 512,351 | $ | 3,207 | $ | (314 | ) | $ | 515,244 | ||||||
Direct operating expenses | — | 289,726 | 41 | — | 289,767 | ||||||||||||
Selling, general and administrative expenses | — | 57,303 | 728 | — | 58,031 | ||||||||||||
Depreciation expense | — | 71,120 | 671 | — | 71,791 | ||||||||||||
Provision for doubtful accounts | — | 11,369 | — | — | 11,369 | ||||||||||||
Impairment of leasing equipment | — | 5,857 | — | — | 5,857 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | — | 904 | — | — | 904 | ||||||||||||
Interest expense | 33,000 | 91,083 | 323 | (33,321 | ) | 91,085 | |||||||||||
Interest income | (33,000 | ) | (294 | ) | — | 33,007 | (287 | ) | |||||||||
Equity in earnings of subsidiary | 29,353 | (613 | ) | — | (28,740 | ) | — | ||||||||||
Other income, net | — | (2,069 | ) | (5 | ) | — | (2,074 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 29,353 | 524,386 | 1,758 | (29,054 | ) | 526,443 | |||||||||||
(Loss) income before provision for income taxes | (29,353 | ) | (12,035 | ) | 1,449 | 28,740 | (11,199 | ) | |||||||||
Provision for income taxes | — | 17,318 | 836 | — | 18,154 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) income | (29,353 | ) | (29,353 | ) | 613 | 28,740 | (29,353 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Unrealized gain on derivative instruments, net of tax of ($1,313) | — | 2,020 | — | — | 2,020 | ||||||||||||
Derivative loss reclassified into earnings, net of tax of ($7,774) | — | 12,204 | — | — | 12,204 | ||||||||||||
Foreign currency translation loss, net of tax of $398 | — | (596 | ) | — | — | (596 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total other comprehensive income | — | 13,628 | — | — | 13,628 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | $ | (29,353 | ) | $ | (15,725 | ) | $ | 613 | $ | 28,740 | $ | (15,725 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For The Year Ended December 31, 2013 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | 64,539 | $ | (184 | ) | $ | 2,401 | $ | 66,756 | ||||||
Investing activities: | |||||||||||||||||
Proceeds from sale of leasing equipment | — | 7,066 | — | — | 7,066 | ||||||||||||
Collections on net investment in direct finance leases, net of interest earned | — | 8,107 | — | (2,401 | ) | 5,706 | |||||||||||
Purchase of leasing equipment | — | (141,113 | ) | — | — | (141,113 | ) | ||||||||||
Purchase of fixed asset | — | (4,225 | ) | — | — | (4,225 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | — | (130,165 | ) | — | (2,401 | ) | (132,566 | ) | |||||||||
Financing activities: | |||||||||||||||||
Proceeds from long-term debt | — | 142,000 | — | — | 142,000 | ||||||||||||
Repayment of long-term debt | — | (87,290 | ) | — | — | (87,290 | ) | ||||||||||
Cash paid for debt issuance fees | — | (2,267 | ) | — | — | (2,267 | ) | ||||||||||
Excess tax benefits—restricted shares | — | 73 | — | — | 73 | ||||||||||||
Repurchase of shares from employees | — | (820 | ) | — | — | (820 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by financing activities | — | 51,696 | — | — | 51,696 | ||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | (599 | ) | — | — | (599 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | — | (14,529 | ) | (184 | ) | — | (14,713 | ) | |||||||||
Cash and cash equivalents, beginning of period | — | 25,837 | 719 | — | 26,556 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 11,308 | $ | 535 | $ | — | $ | 11,843 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||||||
and Comprehensive (Loss) Income | |||||||||||||||||
For The Year Ended December 31, 2012 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Total revenue | $ | — | $ | 412,181 | $ | 2,723 | $ | (311 | ) | $ | 414,593 | ||||||
Direct operating expenses | — | 214,085 | 40 | — | 214,125 | ||||||||||||
Selling, general and administrative expenses | — | 45,498 | 540 | — | 46,038 | ||||||||||||
Depreciation expense | — | 65,441 | 611 | — | 66,052 | ||||||||||||
Provision for doubtful accounts | — | 4,137 | — | — | 4,137 | ||||||||||||
Impairment of leasing equipment | — | 6,506 | — | — | 6,506 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | — | 8,850 | — | — | 8,850 | ||||||||||||
Interest expense | 13,017 | 75,101 | 315 | (13,331 | ) | 75,102 | |||||||||||
Interest income | (13,017 | ) | (145 | ) | — | 13,019 | (143 | ) | |||||||||
Non-cash settlement of intercompany obligation | — | (6,367 | ) | — | 6,367 | — | |||||||||||
Equity in earnings of subsidiary | 3,090 | (1,123 | ) | — | (1,967 | ) | — | ||||||||||
Other income, net | — | (309 | ) | (500 | ) | — | (809 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 3,090 | 411,674 | 1,006 | 4,088 | 419,858 | ||||||||||||
(Loss) income before (benefit) provision for income taxes | (3,090 | ) | 507 | 1,717 | (4,399 | ) | (5,265 | ) | |||||||||
(Benefit) provision for income taxes | — | (2,769 | ) | 594 | — | (2,175 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) income | (3,090 | ) | 3,276 | 1,123 | (4,399 | ) | (3,090 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Unrealized loss on derivative instruments, net of tax of $4,462 | — | (6,772 | ) | — | — | (6,772 | ) | ||||||||||
Derivative loss reclassified into earnings, net of tax of ($4,757) | — | 6,261 | — | — | 6,261 | ||||||||||||
Foreign currency translation gain, net of tax of ($195) | — | 158 | — | — | 158 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total other comprehensive loss | — | (353 | ) | — | — | (353 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | $ | (3,090 | ) | $ | 2,923 | $ | 1,123 | $ | (4,399 | ) | $ | (3,443 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
TRAC Intermodal LLC | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For The Year Ended December 31, 2012 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash (used in) provided by operating activities | $ | — | $ | (7,820 | ) | $ | 242 | $ | (693 | ) | $ | (8,271 | ) | ||||
Investing activities: | |||||||||||||||||
Proceeds from sale of leasing equipment | — | 2,689 | — | — | 2,689 | ||||||||||||
Collections on net investment in direct finance leases, net of interest earned | — | 7,836 | — | — | 7,836 | ||||||||||||
Disbursement related to intercompany note | (300,000 | ) | — | — | 300,000 | — | |||||||||||
Purchase of leasing equipment | — | (102,989 | ) | — | — | (102,989 | ) | ||||||||||
Purchase of fixed assets | — | (588 | ) | — | — | (588 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (300,000 | ) | (93,052 | ) | — | 300,000 | (93,052 | ) | |||||||||
Financing activities: | |||||||||||||||||
Proceeds from long-term debt | 300,000 | 932,397 | — | (300,000 | ) | 932,397 | |||||||||||
Repayment of long-term debt | — | (800,738 | ) | — | — | (800,738 | ) | ||||||||||
Cash paid for debt issuance fees | — | (32,588 | ) | — | — | (32,588 | ) | ||||||||||
Dividend paid | — | — | (693 | ) | 693 | — | |||||||||||
Capital contribution from parent | — | 3,616 | — | — | 3,616 | ||||||||||||
Investment in parent | — | (3,616 | ) | — | — | (3,616 | ) | ||||||||||
Repurchase of shares from employees | — | (307 | ) | — | — | (307 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | 300,000 | 98,764 | (693 | ) | (299,307 | ) | 98,764 | ||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | 110 | — | — | 110 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | — | (1,998 | ) | (451 | ) | — | (2,449 | ) | |||||||||
Cash and cash equivalents, beginning of period | — | 27,835 | 1,170 | — | 29,005 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 25,837 | $ | 719 | $ | — | $ | 26,556 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events |
On February 28, 2015, the Company exercised a purchase option from a maturing capital lease for an aggregate price of $11,806. | |
On January 19, 2015, the Company sold 663 chassis to a transportation company for $5,636. | |
SCHEDULE_II_Valuation_and_Qual
SCHEDULE II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SCHEDULE II Valuation and Qualifying Accounts | |||||||||||||||||
SCHEDULE II Valuation and Qualifying Accounts | |||||||||||||||||
SCHEDULE II | |||||||||||||||||
TRAC Intermodal LLC | |||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
Years ended December 31, 2014, 2013 and 2012 | |||||||||||||||||
Allowance for Doubtful Accounts | Beginning | Additions | (Write-offs) | Other | Ending | ||||||||||||
Balance | (Reversals) | Reversals | Balance | ||||||||||||||
For the year ended December 31, 2014 | $ | 12,475 | $ | 14,007 | $ | (7,445 | ) | $ | (7 | ) | $ | 19,030 | |||||
For the year ended December 31, 2013 | $ | 7,325 | $ | 11,369 | $ | (6,214 | ) | $ | (5 | ) | $ | 12,475 | |||||
For the year ended December 31, 2012 | $ | 4,640 | $ | 5,437 | $ | (2,760 | ) | $ | 8 | $ | 7,325 | ||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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 years ended December 31, 2014, 2013 and 2012, the Company earned approximately 45%, 52% and 58% of revenues from its top ten customers, respectively. The Company's largest customer accounted for approximately 6%, 7% and 10% of total revenues in 2014, 2013 and 2012, respectively. These revenues are included in the Marine Market segment. Based on balances due at December 31, 2014, 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 $4,301. 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 6% 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 December 31, 2014. | ||||||||
The Company also has a concentration of credit within its direct finance lease portfolio. The Company's top three customers account for $14,592, $21,893 and $35,822 of the outstanding principal at December 31, 2014, 2013 and 2012, respectively which represents approximately 90%, 87% and 88% of the outstanding principal in those years. 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 shifted to the lessee 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 | Residual Values | |||||||
(Years) | (in Dollars) | |||||||
Chassis | 20.0 - 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 | ||||||||
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; capitalized development costs for internal use software—7 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 outcome could result. | ||||||||
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. | ||||||||
Such employment agreements also provide for additional grants of restricted stock upon the achievement by the Company of certain performance conditions or a certain market condition following a liquidity event. The grant-date fair value of these awards would be recognized as compensation expense over the implicit service period once it is probable that the performance conditions will be achieved. | ||||||||
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 ("AOCI") 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 the Company owns or 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 AOCI 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 $630,000 senior secured credit agreement with BNP Paribas CC, Inc. (f/k/a Fortis Capital Corp.) and a group of lenders with Fortis acting as the agent entered into on July 10, 2008, the Company terminated all of its interest rate derivatives. Balances in Accumulated other 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 transactions 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 AOCI 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 7, 10 and 15 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 for term leases. 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. | ||||||||
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 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. Costs to reposition the equipment 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 | ||||||||
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 years ended December 31, 2014, 2013 and 2012, the Company recorded net gains of $928, $1,340 and $217, respectively. | ||||||||
Provision (Benefit) for Income Taxes | ||||||||
Provision (Benefit) for Income Taxes | ||||||||
The Company is a Limited Liability Company with a single member and therefore is subject to 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 | ||||||||
Pending Adoption | ||||||||
In August 2014, the FASB issued authoritative guidance on accounting for Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). The amendments in this Update provide guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. U.S. auditing standards and federal securities law require that an auditor evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time not to exceed one year beyond the date of the financial statements being audited. Because of the lack of guidance in U.S. GAAP and the differing views about when there is substantial doubt about an entity's ability to continue as a going concern, there is diversity in whether, when, and how an entity discloses the relevant conditions and events in its footnotes. These amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. | ||||||||
In June 2014, the FASB issued authoritative guidance on accounting for Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12"). The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The amendments in this Update are effective for annual periods and interim periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. | ||||||||
In May 2014, FASB issued authoritative guidance on accounting for Revenue from Contracts with Customers (Topic 606): ("ASU 2014-09"). This update supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard to determine the impact of its adoption on the Consolidated Financial Statements. | ||||||||
In April 2014, the FASB issued authoritative guidance on accounting for Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). The amendments in this Update changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The revised guidance is effective for annual fiscal periods beginning after December 15, 2014. Early adoption is permitted. The Company is evaluating the impact the revised guidance will have on its Consolidated Financial Statements. | ||||||||
No other new accounting pronouncements issued or effective during 2014 had or are expected to have a material impact on the Company's Consolidated Financial Statements. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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 | Residual Values | |||||||
(Years) | (in Dollars) | |||||||
Chassis | 20.0 - 22.5 | $ | 2,600 | |||||
Leasing_Activity_Tables
Leasing Activity (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Leasing Activity | |||||||||||
Schedule of the estimated future minimum lease revenue | |||||||||||
The Company has non-cancelable operating leases for its leasing equipment. At December 31, 2014, future minimum lease revenue under these agreements is estimated as follows: | |||||||||||
2015 | $ | 81,461 | |||||||||
2016 | 46,414 | ||||||||||
2017 | 32,697 | ||||||||||
2018 | 4,937 | ||||||||||
2019 | 3,890 | ||||||||||
Thereafter | 134 | ||||||||||
| | | | | |||||||
$ | 169,533 | ||||||||||
| | | | | |||||||
| | | | | |||||||
Schedule of receivables under direct finance leases collectible through 2022 | |||||||||||
At December 31, 2014, receivables under these direct finance leases are collectible through 2022 as follows: | |||||||||||
Total Lease | Unearned | Net Lease | |||||||||
Receivables | Lease Income | Receivables | |||||||||
2015 | $ | 4,814 | $ | 1,483 | $ | 3,331 | |||||
2016 | 3,912 | 1,130 | 2,782 | ||||||||
2017 | 10,380 | 406 | 9,974 | ||||||||
2018 | 106 | 13 | 93 | ||||||||
2019 | 10 | 8 | 2 | ||||||||
Thereafter | 49 | 16 | 33 | ||||||||
| | | | | | | | | | | |
$ | 19,271 | $ | 3,056 | $ | 16,215 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Leasing_Equipment_Tables
Leasing Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Leasing Equipment | |||||||||||
Summary of leasing equipment | |||||||||||
Table 1 – Summary of leasing equipment | |||||||||||
December 31 | |||||||||||
2014 | 2013 | ||||||||||
Total leasing equipment | $ | 1,837,317 | $ | 1,759,517 | |||||||
Less accumulated depreciation | (400,408 | ) | (365,429 | ) | |||||||
| | | | | | | | ||||
Leasing equipment, net of accumulated depreciation | $ | 1,436,909 | $ | 1,394,088 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Summary of the impairment charges recorded by category | |||||||||||
The following is a summary of the Company's impairment charges recorded for the years ended December 31, 2014, 2013 and 2012 by category: | |||||||||||
December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Shrinkage | $ | 218 | $ | 51 | $ | 1,134 | |||||
Corroded/Unusable | 2,527 | 658 | 789 | ||||||||
Impairment | 3,110 | 5,642 | 4,752 | ||||||||
Insurance recoveries | — | (494 | ) | (169 | ) | ||||||
| | | | | | | | | | | |
Total impairment of leasing equipment | $ | 5,855 | $ | 5,857 | $ | 6,506 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Borrowings_Tables
Borrowings (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Borrowings | ||||||||
Summary of the Company's borrowings | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
Senior Secured 11% Notes | $ | 300,000 | $ | 300,000 | ||||
ABL Facility | 759,000 | 713,000 | ||||||
Loans Payable CIMC | 16,950 | 19,278 | ||||||
Capital lease obligations | 88,272 | 131,859 | ||||||
| | | | | | | | |
Total debt | 1,164,222 | 1,164,137 | ||||||
Less current maturities | (30,546 | ) | (34,029 | ) | ||||
| | | | | | | | |
Long-term debt, less current maturities | $ | 1,133,676 | $ | 1,130,108 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of assets pledged as collateral | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
ABL Facility | $ | 1,276,781 | $ | 1,193,614 | ||||
CIMC Loans | 27,966 | 29,242 | ||||||
Capital Lease Obligations | 129,670 | 194,550 | ||||||
| | | | | | | | |
Total Pledged as Collateral | $ | 1,434,417 | $ | 1,417,406 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of maturities of outstanding debt, including capital lease obligations | ||||||||
The Company's outstanding debt, including capital lease obligations, as of December 31, 2014 matures as follows: | ||||||||
2015 | $ | 30,546 | ||||||
2016 | 39,468 | |||||||
2017 | 771,641 | |||||||
2018 | 14,678 | |||||||
2019 | 303,420 | |||||||
Thereafter | 4,469 | |||||||
| | | | | ||||
$ | 1,164,222 | |||||||
| | | | | ||||
| | | | | ||||
Derivatives_and_Hedging_Activi1
Derivatives and Hedging Activities (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Derivatives and Hedging Activities | ||||||||||||||||||||||||||||||||
Schedule of interest rate derivative designated as a cash flow hedge | ||||||||||||||||||||||||||||||||
The Company held the following interest rate derivative designated as a cash flow hedge as of December 31, 2014: | ||||||||||||||||||||||||||||||||
Hedged Item | Current | Effective | Maturity | Floating | Fixed Leg | Fair Value | ||||||||||||||||||||||||||
Notional | Date | Date | Rate | Interest Rate | Gain(a) | |||||||||||||||||||||||||||
Amount | ||||||||||||||||||||||||||||||||
ABL Facility | $ | 300,000 | Jan-13 | Aug-17 | 1M LIBOR | 0.756 | % | $ | 2,015 | |||||||||||||||||||||||
(a) | This interest rate derivative is recorded in Other Assets in the Consolidated Balance Sheets. | |||||||||||||||||||||||||||||||
Schedule of total interest rate derivatives to fix floating interest rates on a portion of the borrowings under debt facilities | ||||||||||||||||||||||||||||||||
Total Current | Weighted-Average | Weighted-Average | ||||||||||||||||||||||||||||||
Notional Amount | Fixed Leg | Remaining Term | ||||||||||||||||||||||||||||||
Interest Rate | ||||||||||||||||||||||||||||||||
December 31, 2014 | $ | 300,000 | 0.756 | % | 2.5 years | |||||||||||||||||||||||||||
December 31, 2013 | $ | 300,000 | 0.756 | % | 3.5 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 | Change in | Classification | Loss | Classification | (Gain) Loss | |||||||||||||||||||||||||||
Instruments | Unrealized | of Loss | Reclassified | of (Gain) Loss | Recognized | |||||||||||||||||||||||||||
Gain (Loss) | Reclassified | from OCI | Recognized | Directly in | ||||||||||||||||||||||||||||
Recognized | from OCI | into Income(b) | Directly in | Income on | ||||||||||||||||||||||||||||
in OCI on | into Income | Income on | Derivative(c) | |||||||||||||||||||||||||||||
Derivatives(a) | Derivative | |||||||||||||||||||||||||||||||
December 31, 2014 | Interest rate derivatives | $ | (2,005 | ) | Interest expense | $ | 12,131 | Interest expense | $ | (84 | ) | |||||||||||||||||||||
December 31, 2013 | Interest rate derivatives | $ | 1,081 | Interest expense | $ | 13,143 | Interest expense | $ | (82 | ) | ||||||||||||||||||||||
December 31, 2012 | Interest rate derivatives | $ | (17,572 | ) | Interest expense | $ | 17,061 | Interest expense | $ | 53 | ||||||||||||||||||||||
(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. | |||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Net settlements of interest rate derivatives, net of tax of ($720), ($610) and ($7,116), respectively | $ | 1,106 | $ | 939 | $ | 10,800 | ||||||||||||||||||||||||||
Amortization of terminated derivatives, net of tax of ($7,265), ($7,774) and ($4,757), respectively | 11,025 | 12,204 | 6,261 | |||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
$ | 12,131 | $ | 13,143 | $ | 17,061 | |||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
(c) | Amounts impacting income not related to OCI reclassification. | |||||||||||||||||||||||||||||||
Summary of deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | ||||||||||||||||||||||||||||||||
Amount of Deferred Loss | ||||||||||||||||||||||||||||||||
Amortized (including | ||||||||||||||||||||||||||||||||
Unamortized | Accelerated | Amount of | ||||||||||||||||||||||||||||||
Deferred | Amortization) into | Deferred Loss | ||||||||||||||||||||||||||||||
(Gain) | Interest Expense | Expected to | ||||||||||||||||||||||||||||||
Original | Deferred | Loss at | be Amortized | |||||||||||||||||||||||||||||
Maximum | Loss | December 31, | over the Next | |||||||||||||||||||||||||||||
Notional | Effective | Maturity | Fixed | Termination | Upon | 2014 | 12 months | |||||||||||||||||||||||||
Amount | Date | Date | Rate | Date | Termination | |||||||||||||||||||||||||||
Hedged Item | % | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||
(a) | $ | 60,852 | Jul-07 | Oct-17 | 5.299 | % | Dec-07 | $ | 1,853 | $ | (8 | ) | $ | 10 | $ | 33 | $ | 91 | $ | (2 | ) | |||||||||||
(a) | 200,000 | Jul-07 | Jul-17 | 5.307 | % | Dec-07 | 6,412 | (23 | ) | 45 | 141 | 355 | (6 | ) | ||||||||||||||||||
(a) | 163,333 | Jul-07 | Jul-14 | 5.58 | % | Dec-07 | 3,773 | — | 200 | 413 | 545 | — | ||||||||||||||||||||
(b) | 150,000 | Jul-08 | Oct-14 | 5.512 | % | Jul-08 | 1,711 | — | 44 | 65 | 163 | — | ||||||||||||||||||||
(b) | 150,000 | Oct-07 | Oct-14 | 5.512 | % | Jul-08 | 3,498 | — | 139 | 235 | 320 | — | ||||||||||||||||||||
(b) | 480,088 | Oct-14 | Oct-17 | 5.436 | % | Jul-08 | 1,711 | 1,566 | 145 | — | — | 662 | ||||||||||||||||||||
(b) | 480,088 | Oct-14 | Oct-17 | 5.436 | % | Jul-08 | 1,526 | 1,380 | 146 | — | — | 698 | ||||||||||||||||||||
(a) | 163,333 | Nov-07 | Jul-14 | 4.605 | % | Jul-08 | 2,082 | — | (166 | ) | (84 | ) | 125 | — | ||||||||||||||||||
(b) | 332,525 | Oct-07 | Oct-14 | 4.743 | % | Jul-08 | 7,641 | — | (167 | ) | 102 | 421 | — | |||||||||||||||||||
(a) | 58,238 | Nov-07 | Oct-17 | 4.305 | % | Jul-08 | 862 | (103 | ) | (61 | ) | (59 | ) | (40 | ) | (58 | ) | |||||||||||||||
(a) | 193,333 | Nov-07 | Jul-17 | 4.365 | % | Jul-08 | 3,265 | (340 | ) | (247 | ) | (209 | ) | (104 | ) | (206 | ) | |||||||||||||||
(c) | 37,000 | Sep-07 | Jul-14 | 5.526 | % | Mar-11 | 3,122 | — | 335 | 809 | 1,074 | — | ||||||||||||||||||||
(d) | 53,286 | Jul-08 | Oct-17 | 3.989 | % | Aug-12 | 2,048 | 535 | 469 | 678 | 366 | 330 | ||||||||||||||||||||
(d) | 181,667 | Jul-08 | Jul-17 | 4.033 | % | Aug-12 | 8,538 | 1,987 | 2,135 | 2,944 | 1,472 | 1,321 | ||||||||||||||||||||
(d) | 43,333 | Jul-08 | Jul-14 | 4.328 | % | Aug-12 | 11,033 | — | 3,437 | 5,477 | 2,119 | — | ||||||||||||||||||||
(d) | 211,567 | Jul-08 | Oct-14 | 4.147 | % | Aug-12 | 17,002 | — | 6,578 | 7,200 | 3,224 | — | ||||||||||||||||||||
(d) | 150,000 | Jul-08 | Oct-14 | 4 | % | Aug-12 | 5,080 | — | 1,960 | 2,233 | 887 | — | ||||||||||||||||||||
(d) | 427,407 | Oct-14 | Oct-17 | 5.174 | % | Aug-12 | 46,372 | 43,084 | 3,288 | — | — | 17,438 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 127,529 | $ | 48,078 | $ | 18,290 | $ | 19,978 | $ | 11,018 | $ | 20,177 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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 | |||||||||||||||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Schedule of aggregate minimum rental commitment under operating leases having initial or remaining non-cancelable lease terms in excess of one year | |||||
As of December 31, 2014, the aggregate minimum rental commitment under operating leases having initial or remaining non-cancelable lease terms in excess of one year was as follows: | |||||
2015 | $ | 8,015 | |||
2016 | 4,458 | ||||
2017 | 2,981 | ||||
2018 | 3,237 | ||||
2019 | 2,690 | ||||
Thereafter | 14,597 | ||||
| | | | | |
$ | 35,978 | ||||
| | | | | |
| | | | | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Schedule of domestic and foreign pre-tax income | |||||||||||
Year ended December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Domestic | $ | (7,988 | ) | $ | (13,472 | ) | $ | (7,571 | ) | ||
Foreign | 1,587 | 2,273 | 2,306 | ||||||||
| | | | | | | | | | | |
Total | $ | (6,401 | ) | $ | (11,199 | ) | $ | (5,265 | ) | ||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of provision (benefit) for income taxes | |||||||||||
Year ended December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current taxes: | |||||||||||
Federal | $ | (795 | ) | $ | 796 | $ | — | ||||
State | 713 | 54 | 255 | ||||||||
Foreign | 67 | 398 | 400 | ||||||||
| | | | | | | | | | | |
Total current taxes | (15 | ) | 1,248 | 655 | |||||||
| | | | | | | | | | | |
Deferred taxes: | |||||||||||
Federal | (2,115 | ) | 14,211 | (2,207 | ) | ||||||
State | (1,395 | ) | 1,936 | (1,010 | ) | ||||||
Foreign | 80 | 759 | 387 | ||||||||
| | | | | | | | | | | |
Total deferred taxes | (3,430 | ) | 16,906 | (2,830 | ) | ||||||
| | | | | | | | | | | |
Total provision (benefit) for income taxes | $ | (3,445 | ) | $ | 18,154 | $ | (2,175 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of significant components of deferred tax assets and liabilities | |||||||||||
Year ended December 31 | |||||||||||
2014 | 2013 | 2012 | |||||||||
U.S. statutory rate | 35 | % | 35 | % | 35 | % | |||||
State taxes | 12.9 | (12.2 | ) | 19.9 | |||||||
Foreign earnings taxed at other than 35% | 7.5 | (4.8 | ) | (7.8 | ) | ||||||
Gain | — | (175.3 | ) | — | |||||||
Changes in uncertain tax positions | (6.3 | ) | (0.1 | ) | — | ||||||
Valuation allowances | 5.1 | (5.6 | ) | (5.5 | ) | ||||||
Permanent tax items | (0.4 | ) | 0.9 | (0.3 | ) | ||||||
Other | — | — | — | ||||||||
| | | | | | | | | | | |
Effective tax rate | 53.8 | % | (162.1 | )% | 41.3 | % | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of reconciliation of the U.S. statutory tax rate to the effective tax rate for continuing operations | |||||||||||
December 31 | |||||||||||
2014 | 2013 | ||||||||||
Deferred tax assets: | |||||||||||
Loss carryforwards | $ | 304,263 | $ | 295,387 | |||||||
Derivative instruments | 18,148 | 24,829 | |||||||||
Other | 8,977 | 8,296 | |||||||||
| | | | | | | | ||||
Deferred tax assets | 331,388 | 328,512 | |||||||||
Valuation allowance | (2,205 | ) | (2,931 | ) | |||||||
| | | | | | | | ||||
Total deferred tax assets | 329,183 | 325,581 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Operating property, net | 412,706 | 398,788 | |||||||||
Derivative Instruments | 18,944 | 26,124 | |||||||||
| | | | | | | | ||||
Total deferred tax liabilities | 431,650 | 424,912 | |||||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | 102,467 | $ | 99,331 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | |||||||||||
Balance at December 31, 2012 | $ | 84 | |||||||||
Change during 2013 | — | ||||||||||
| | | | | |||||||
Balance at December 31, 2013 | 84 | ||||||||||
Change during 2014 | 893 | ||||||||||
| | | | | |||||||
Balance at December 31, 2014 | $ | 977 | |||||||||
| | | | | |||||||
| | | | | |||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||
Schedule of the components of AOCI, net of tax | ||||||||||||||
Unrealized | Net Derivative | Foreign | Total | |||||||||||
Gain (Loss) | Loss to be | Currency | Accumulated | |||||||||||
on | Reclassified | Translation | Other | |||||||||||
Derivative | into Earnings | Comprehensive | ||||||||||||
Instruments | Loss | |||||||||||||
Balance, December 31, 2011 | $ | (47,525 | ) | $ | (4,394 | ) | $ | 296 | $ | (51,623 | ) | |||
Reclassification of terminated derivative | 54,297 | (54,297 | ) | — | — | |||||||||
Current-period other comprehensive (loss) income | (6,772 | ) | 6,261 | 158 | (353 | ) | ||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2012 | $ | — | $ | (52,430 | ) | $ | 454 | $ | (51,976 | ) | ||||
Current-period other comprehensive income (loss) | 2,020 | 12,204 | (596 | ) | 13,628 | |||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2013 | $ | 2,020 | $ | (40,226 | ) | $ | (142 | ) | $ | (38,348 | ) | |||
Current-period other comprehensive (loss) income | (899 | ) | 11,025 | (395 | ) | 9,731 | ||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2014 | $ | 1,121 | $ | (29,201 | ) | $ | (537 | ) | $ | (28,617 | ) | |||
Schedule of the effects of reclassifications out of AOCI and into the Consolidated Statements of Operations | ||||||||||||||
Year ended December 31, | ||||||||||||||
Income Statement Line Item | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Total loss in AOCI reclassifications for previously unrealized net losses on terminated derivatives | Interest expense | $ | 18,290 | $ | 19,978 | $ | 11,018 | |||||||
Related income tax benefit | Benefit for income taxes | (7,265 | ) | (7,774 | ) | (4,757 | ) | |||||||
| | | | | | | | | | | | | ||
Net loss reclassified out of AOCI | $ | 11,025 | $ | 12,204 | $ | 6,261 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
ShareBased_Payment_Tables
Share-Based Payment (Tables) (SCT Chassis, Inc.) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
SCT Chassis, Inc. | |||||||||||
Share-based payment | |||||||||||
Summary of the restricted shares of SCT Chassis, Inc. | |||||||||||
Non-vested Shares | Shares | Weighted- | Fair Value of | ||||||||
Average | Shares at | ||||||||||
Grant Date | Grant Date | ||||||||||
Fair Value per | |||||||||||
share | |||||||||||
Non-vested at January 1, 2012 | — | $ | — | $ | — | ||||||
Granted | 598,997 | 6.27 | 3,756 | ||||||||
Forfeited | (3,031 | ) | 6.17 | (19 | ) | ||||||
Vested | (144,606 | ) | 6.22 | (900 | ) | ||||||
| | | | | | | | | | | |
Non-vested at December 31, 2012 | 451,360 | $ | 6.29 | $ | 2,837 | ||||||
Granted | 99,169 | 7.5 | 743 | ||||||||
Forfeited | (23,750 | ) | 6.17 | (146 | ) | ||||||
Vested | (174,336 | ) | 6.34 | (1,106 | ) | ||||||
| | | | | | | | | | | |
Non-vested at December 31, 2013 | 352,443 | $ | 6.61 | $ | 2,328 | ||||||
Granted | — | — | — | ||||||||
Forfeited | (20,000 | ) | 6.17 | (123 | ) | ||||||
Vested | (152,226 | ) | 6.54 | (996 | ) | ||||||
| | | | | | | | | | | |
Non-vested at December 31, 2014 | 180,217 | $ | 6.71 | $ | 1,209 | ||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Segment and Geographic Information | ||||||||||||||
Schedule of segment information | ||||||||||||||
The following tables show segment information for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
2014 | Marine | Domestic | Other | Total | ||||||||||
Market | Market | |||||||||||||
segment | segment | |||||||||||||
Term revenue | $ | 38,767 | $ | 17,313 | $ | — | $ | 56,080 | ||||||
Pool revenue | 380,491 | 151,716 | — | 532,207 | ||||||||||
All other revenue | 21,943 | 9,615 | 7,143 | 38,701 | ||||||||||
| | | | | | | | | | | | | | |
Total revenue | 441,201 | 178,644 | 7,143 | 626,988 | ||||||||||
Adjusted EBITDA | 127,779 | 99,313 | (26,160 | ) | 200,932 | |||||||||
Depreciation expense | 37,867 | 26,666 | 7,581 | 72,114 | ||||||||||
Net investment in direct finance leases | 16,105 | 110 | — | 16,215 | ||||||||||
Leasing equipment | 789,874 | 501,609 | 145,426 | 1,436,909 | ||||||||||
Capital expenditures for long-lived assets | 111,604 | 37,772 | 4,999 | 154,375 | ||||||||||
2013 | Marine | Domestic | Other | Total | ||||||||||
Market | Market | |||||||||||||
segment | segment | |||||||||||||
Term revenue | $ | 45,782 | $ | 18,227 | $ | — | $ | 64,009 | ||||||
Pool revenue | 273,391 | 135,171 | — | 408,562 | ||||||||||
All other revenue | 25,990 | 6,852 | 9,831 | 42,673 | ||||||||||
| | | | | | | | | | | | | | |
Total revenue | 345,163 | 160,250 | 9,831 | 515,244 | ||||||||||
Adjusted EBITDA | 96,731 | 79,410 | (13,177 | ) | 162,964 | |||||||||
Depreciation expense | 33,862 | 30,923 | 7,006 | 71,791 | ||||||||||
Net investment in direct finance leases | 24,865 | 161 | — | 25,026 | ||||||||||
Leasing equipment | 742,434 | 475,371 | 176,283 | 1,394,088 | ||||||||||
Capital expenditures for long-lived assets | 102,837 | 38,276 | 4,225 | 145,338 | ||||||||||
2012 | Marine | Domestic | Other | Total | ||||||||||
Market | Market | |||||||||||||
segment | segment | |||||||||||||
Term revenue | $ | 69,886 | $ | 18,108 | $ | — | $ | 87,994 | ||||||
Pool revenue | 164,375 | 120,691 | — | 285,066 | ||||||||||
All other revenue | 20,863 | 7,264 | 13,406 | 41,533 | ||||||||||
| | | | | | | | | | | | | | |
Total revenue | 255,124 | 146,063 | 13,406 | 414,593 | ||||||||||
Adjusted EBITDA | 106,342 | 66,819 | (13,267 | ) | 159,894 | |||||||||
Depreciation expense | 31,544 | 26,245 | 8,263 | 66,052 | ||||||||||
Net investment in direct finance leases | 40,523 | 206 | — | 40,729 | ||||||||||
Leasing equipment | 694,588 | 470,894 | 159,901 | 1,325,383 | ||||||||||
Capital expenditures for long-lived assets | 52,476 | 50,514 | 588 | 103,578 | ||||||||||
Schedule of reconciliations of Adjusted EBITDA to the Company's net loss | ||||||||||||||
Year ended December 31 | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Adjusted EBITDA | $ | 200,932 | $ | 162,964 | $ | 159,894 | ||||||||
Principal collections on direct finance leases, net of interest earned | (4,622 | ) | (5,706 | ) | (7,836 | ) | ||||||||
Non-cash share-based compensation | (810 | ) | (1,181 | ) | (1,765 | ) | ||||||||
Interest expense | (86,837 | ) | (91,085 | ) | (75,102 | ) | ||||||||
Depreciation expense | (72,114 | ) | (71,791 | ) | (66,052 | ) | ||||||||
Impairment of leasing equipment | (5,855 | ) | (5,857 | ) | (6,506 | ) | ||||||||
Early retirement of leasing equipment | (37,766 | ) | — | — | ||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | (315 | ) | (904 | ) | (8,850 | ) | ||||||||
Interest income | 61 | 287 | 143 | |||||||||||
Other income, net | 925 | 2,074 | 809 | |||||||||||
| | | | | | | | | | | ||||
Loss before (benefit) provision for income taxes | (6,401 | ) | (11,199 | ) | (5,265 | ) | ||||||||
(Benefit) provision for income taxes | (3,445 | ) | 18,154 | (2,175 | ) | |||||||||
| | | | | | | | | | | ||||
Net loss | $ | (2,956 | ) | $ | (29,353 | ) | $ | (3,090 | ) | |||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Schedule of valuation of the Company's financial assets and liabilities measured at fair value on a recurring basis | ||||||||||||||
Fair Value | Fair Value Measurement as | |||||||||||||
as of | of December 31, 2014 using | |||||||||||||
December 31, | Fair Value Hierarchy | |||||||||||||
2014 | Level 1 | Level 2 | Level 3 | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 4,256 | $ | 4,256 | $ | — | $ | — | ||||||
Derivative instruments | 2,015 | — | 2,015 | — | ||||||||||
Fair Value | Fair Value Measurement as | |||||||||||||
as of | of December 31, 2013 using | |||||||||||||
December 31, | Fair Value Hierarchy | |||||||||||||
2013 | Level 1 | Level 2 | Level 3 | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 11,843 | $ | 11,843 | $ | — | $ | — | ||||||
Derivative instruments | 3,414 | — | 3,414 | — | ||||||||||
Schedule of carrying amounts and fair values of the Company's financial instruments | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||
Amount of | of Asset | Amount of | of Asset | |||||||||||
Asset | (Liability) | Asset | (Liability) | |||||||||||
(Liability) | (Liability) | |||||||||||||
Derivative instrument | 2,015 | 2,015 | 3,414 | 3,414 | ||||||||||
Total debt | (1,164,222 | ) | (1,186,862 | ) | (1,164,137 | ) | (1,205,298 | ) | ||||||
Guarantor_Financial_Informatio1
Guarantor Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Guarantor Financial Information | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 2,037 | $ | 2,219 | $ | — | $ | 4,256 | |||||||
Accounts receivable, net | — | 134,765 | 311 | — | 135,076 | ||||||||||||
Net investment in direct finance leases | — | 25,176 | — | (8,961 | ) | 16,215 | |||||||||||
Leasing equipment, net of accumulated depreciation | — | 1,424,112 | 12,797 | — | 1,436,909 | ||||||||||||
Goodwill | — | 251,907 | — | — | 251,907 | ||||||||||||
Affiliate and intercompany receivable | — | 704 | 8 | (8 | ) | 704 | |||||||||||
Intercompany interest receivable | 12,467 | — | — | (12,467 | ) | — | |||||||||||
Intercompany note receivable | 300,000 | — | — | (300,000 | ) | — | |||||||||||
Investment in subsidiary | 530,398 | 4,642 | — | (535,040 | ) | — | |||||||||||
Other assets | — | 40,966 | 284 | — | 41,250 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 842,865 | $ | 1,884,309 | $ | 15,619 | $ | (856,476 | ) | $ | 1,886,317 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Liabilities member's interest | |||||||||||||||||
Accounts payable, accrued expenses and other liabilities | $ | 12,467 | $ | 76,705 | $ | 58 | $ | — | $ | 89,230 | |||||||
Intercompany payable | — | 8 | — | (8 | ) | — | |||||||||||
Intercompany note payable | — | 300,000 | — | (300,000 | ) | — | |||||||||||
Intercompany interest payable | — | 12,467 | — | (12,467 | ) | — | |||||||||||
Intercompany lease payable | — | — | 8,961 | (8,961 | ) | — | |||||||||||
Deferred income taxes, net | — | 100,509 | 1,958 | — | 102,467 | ||||||||||||
Debt and capital lease obligations | 300,000 | 864,222 | — | — | 1,164,222 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities | 312,467 | 1,353,911 | 10,977 | (321,436 | ) | 1,355,919 | |||||||||||
Total member's interest | 530,398 | 530,398 | 4,642 | (535,040 | ) | 530,398 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and member's interest | $ | 842,865 | $ | 1,884,309 | $ | 15,619 | $ | (856,476 | ) | $ | 1,886,317 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Balance Sheet | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 11,308 | $ | 535 | $ | — | $ | 11,843 | |||||||
Accounts receivable, net | — | 112,550 | 588 | — | 113,138 | ||||||||||||
Net investment in direct finance leases | — | 35,237 | — | (10,211 | ) | 25,026 | |||||||||||
Leasing equipment, net of accumulated depreciation | — | 1,380,685 | 13,403 | — | 1,394,088 | ||||||||||||
Goodwill | — | 251,907 | — | — | 251,907 | ||||||||||||
Affiliate and intercompany receivable | — | 1,994 | — | (171 | ) | 1,823 | |||||||||||
Intercompany interest receivable | 12,467 | — | — | (12,467 | ) | — | |||||||||||
Intercompany note receivable | 300,000 | — | — | (300,000 | ) | — | |||||||||||
Investment in subsidiary | 523,658 | 3,130 | — | (526,788 | ) | — | |||||||||||
Other assets | — | 43,073 | 1,012 | — | 44,085 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 836,125 | $ | 1,839,884 | $ | 15,538 | $ | (849,637 | ) | $ | 1,841,910 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Liabilities member's interest | |||||||||||||||||
Accounts payable, accrued expenses and other liabilities | $ | 12,467 | $ | 42,027 | $ | 290 | $ | — | $ | 54,784 | |||||||
Intercompany payable | — | — | 171 | (171 | ) | — | |||||||||||
Intercompany note payable | — | 300,000 | — | (300,000 | ) | — | |||||||||||
Intercompany interest payable | — | 12,467 | — | (12,467 | ) | — | |||||||||||
Intercompany lease payable | — | — | 10,211 | (10,211 | ) | — | |||||||||||
Deferred income taxes, net | — | 97,595 | 1,736 | — | 99,331 | ||||||||||||
Debt and capital lease obligations | 300,000 | 864,137 | — | — | 1,164,137 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities | 312,467 | 1,316,226 | 12,408 | (322,849 | ) | 1,318,252 | |||||||||||
Total member's interest | 523,658 | 523,658 | 3,130 | (526,788 | ) | 523,658 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and member's interest | $ | 836,125 | $ | 1,839,884 | $ | 15,538 | $ | (849,637 | ) | $ | 1,841,910 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations and Comprehensive Income | |||||||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||||||
and Comprehensive (Loss) Income | |||||||||||||||||
For The Year Ended December 31, 2014 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Total revenue | $ | — | $ | 624,059 | $ | 3,205 | $ | (276 | ) | $ | 626,988 | ||||||
Direct operating expenses | — | 333,095 | 40 | — | 333,135 | ||||||||||||
Selling, general and administrative expenses | — | 83,788 | 558 | — | 84,346 | ||||||||||||
Depreciation expense | — | 71,518 | 596 | — | 72,114 | ||||||||||||
Provision for doubtful accounts | — | 14,007 | — | — | 14,007 | ||||||||||||
Impairment of leasing equipment | — | 5,855 | — | — | 5,855 | ||||||||||||
Early retirement of leasing equipment | — | 37,766 | — | — | 37,766 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | — | 315 | — | — | 315 | ||||||||||||
Interest expense | 33,000 | 86,836 | 277 | (33,276 | ) | 86,837 | |||||||||||
Interest income | (33,000 | ) | (61 | ) | — | 33,000 | (61 | ) | |||||||||
Equity in earnings of subsidiary | 2,956 | (1,512 | ) | — | (1,444 | ) | — | ||||||||||
Other income, net | — | (925 | ) | — | — | (925 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 2,956 | 630,682 | 1,471 | (1,720 | ) | 633,389 | |||||||||||
(Loss) income before (benefit) provision for income taxes | (2,956 | ) | (6,623 | ) | 1,734 | 1,444 | (6,401 | ) | |||||||||
(Benefit) provision for income taxes | — | (3,667 | ) | 222 | — | (3,445 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) income | (2,956 | ) | (2,956 | ) | 1,512 | 1,444 | (2,956 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Unrealized gain on derivative instruments, net of tax of $585 | — | (899 | ) | — | — | (899 | ) | ||||||||||
Derivative loss reclassified into earnings, net of tax of ($7,265) | — | 11,025 | — | — | 11,025 | ||||||||||||
Foreign currency translation loss, net of tax of $364 | — | (395 | ) | — | — | (395 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total other comprehensive income | — | 9,731 | — | — | 9,731 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | $ | (2,956 | ) | $ | 6,775 | $ | 1,512 | $ | 1,444 | $ | 6,775 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | |||||||||||||||||
and Comprehensive (Loss) Income | |||||||||||||||||
For The Year Ended December 31, 2013 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Total revenue | $ | — | $ | 512,351 | $ | 3,207 | $ | (314 | ) | $ | 515,244 | ||||||
Direct operating expenses | — | 289,726 | 41 | — | 289,767 | ||||||||||||
Selling, general and administrative expenses | — | 57,303 | 728 | — | 58,031 | ||||||||||||
Depreciation expense | — | 71,120 | 671 | — | 71,791 | ||||||||||||
Provision for doubtful accounts | — | 11,369 | — | — | 11,369 | ||||||||||||
Impairment of leasing equipment | — | 5,857 | — | — | 5,857 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | — | 904 | — | — | 904 | ||||||||||||
Interest expense | 33,000 | 91,083 | 323 | (33,321 | ) | 91,085 | |||||||||||
Interest income | (33,000 | ) | (294 | ) | — | 33,007 | (287 | ) | |||||||||
Equity in earnings of subsidiary | 29,353 | (613 | ) | — | (28,740 | ) | — | ||||||||||
Other income, net | — | (2,069 | ) | (5 | ) | — | (2,074 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 29,353 | 524,386 | 1,758 | (29,054 | ) | 526,443 | |||||||||||
(Loss) income before provision for income taxes | (29,353 | ) | (12,035 | ) | 1,449 | 28,740 | (11,199 | ) | |||||||||
Provision for income taxes | — | 17,318 | 836 | — | 18,154 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) income | (29,353 | ) | (29,353 | ) | 613 | 28,740 | (29,353 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Unrealized gain on derivative instruments, net of tax of ($1,313) | — | 2,020 | — | — | 2,020 | ||||||||||||
Derivative loss reclassified into earnings, net of tax of ($7,774) | — | 12,204 | — | — | 12,204 | ||||||||||||
Foreign currency translation loss, net of tax of $398 | — | (596 | ) | — | — | (596 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total other comprehensive income | — | 13,628 | — | — | 13,628 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | $ | (29,353 | ) | $ | (15,725 | ) | $ | 613 | $ | 28,740 | $ | (15,725 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | |||||||||||||||||
and Comprehensive (Loss) Income | |||||||||||||||||
For The Year Ended December 31, 2012 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Total revenue | $ | — | $ | 412,181 | $ | 2,723 | $ | (311 | ) | $ | 414,593 | ||||||
Direct operating expenses | — | 214,085 | 40 | — | 214,125 | ||||||||||||
Selling, general and administrative expenses | — | 45,498 | 540 | — | 46,038 | ||||||||||||
Depreciation expense | — | 65,441 | 611 | — | 66,052 | ||||||||||||
Provision for doubtful accounts | — | 4,137 | — | — | 4,137 | ||||||||||||
Impairment of leasing equipment | — | 6,506 | — | — | 6,506 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | — | 8,850 | — | — | 8,850 | ||||||||||||
Interest expense | 13,017 | 75,101 | 315 | (13,331 | ) | 75,102 | |||||||||||
Interest income | (13,017 | ) | (145 | ) | — | 13,019 | (143 | ) | |||||||||
Non-cash settlement of intercompany obligation | — | (6,367 | ) | — | 6,367 | — | |||||||||||
Equity in earnings of subsidiary | 3,090 | (1,123 | ) | — | (1,967 | ) | — | ||||||||||
Other income, net | — | (309 | ) | (500 | ) | — | (809 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 3,090 | 411,674 | 1,006 | 4,088 | 419,858 | ||||||||||||
(Loss) income before (benefit) provision for income taxes | (3,090 | ) | 507 | 1,717 | (4,399 | ) | (5,265 | ) | |||||||||
(Benefit) provision for income taxes | — | (2,769 | ) | 594 | — | (2,175 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) income | (3,090 | ) | 3,276 | 1,123 | (4,399 | ) | (3,090 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Unrealized loss on derivative instruments, net of tax of $4,462 | — | (6,772 | ) | — | — | (6,772 | ) | ||||||||||
Derivative loss reclassified into earnings, net of tax of ($4,757) | — | 6,261 | — | — | 6,261 | ||||||||||||
Foreign currency translation gain, net of tax of ($195) | — | 158 | — | — | 158 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total other comprehensive loss | — | (353 | ) | — | — | (353 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | $ | (3,090 | ) | $ | 2,923 | $ | 1,123 | $ | (4,399 | ) | $ | (3,443 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For The Year Ended December 31, 2014 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by operating activities | $ | — | $ | 135,211 | $ | 1,684 | $ | 1,654 | $ | 138,549 | |||||||
Investing activities: | |||||||||||||||||
Proceeds from sale of leasing equipment | — | 8,265 | — | — | 8,265 | ||||||||||||
Collections on net investment in direct finance leases, net of interest earned | — | 6,276 | — | (1,654 | ) | 4,622 | |||||||||||
Purchase of leasing equipment | — | (149,376 | ) | — | — | (149,376 | ) | ||||||||||
Purchase of fixed asset | — | (4,999 | ) | — | — | (4,999 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | — | (139,834 | ) | — | (1,654 | ) | (141,488 | ) | |||||||||
Financing activities: | |||||||||||||||||
Proceeds from long-term debt | — | 148,000 | — | — | 148,000 | ||||||||||||
Repayment of long-term debt | — | (148,292 | ) | — | — | (148,292 | ) | ||||||||||
Cash paid for debt issuance fees | — | (3,156 | ) | — | — | (3,156 | ) | ||||||||||
Repurchase of shares from employees | — | (858 | ) | — | — | (858 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in financing activities | — | (4,306 | ) | — | — | (4,306 | ) | ||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | (342 | ) | — | — | (342 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | — | (9,271 | ) | 1,684 | — | (7,587 | ) | ||||||||||
Cash and cash equivalents, beginning of period | — | 11,308 | 535 | — | 11,843 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 2,037 | $ | 2,219 | $ | — | $ | 4,256 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For The Year Ended December 31, 2013 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | 64,539 | $ | (184 | ) | $ | 2,401 | $ | 66,756 | ||||||
Investing activities: | |||||||||||||||||
Proceeds from sale of leasing equipment | — | 7,066 | — | — | 7,066 | ||||||||||||
Collections on net investment in direct finance leases, net of interest earned | — | 8,107 | — | (2,401 | ) | 5,706 | |||||||||||
Purchase of leasing equipment | — | (141,113 | ) | — | — | (141,113 | ) | ||||||||||
Purchase of fixed asset | — | (4,225 | ) | — | — | (4,225 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | — | (130,165 | ) | — | (2,401 | ) | (132,566 | ) | |||||||||
Financing activities: | |||||||||||||||||
Proceeds from long-term debt | — | 142,000 | — | — | 142,000 | ||||||||||||
Repayment of long-term debt | — | (87,290 | ) | — | — | (87,290 | ) | ||||||||||
Cash paid for debt issuance fees | — | (2,267 | ) | — | — | (2,267 | ) | ||||||||||
Excess tax benefits—restricted shares | — | 73 | — | — | 73 | ||||||||||||
Repurchase of shares from employees | — | (820 | ) | — | — | (820 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by financing activities | — | 51,696 | — | — | 51,696 | ||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | (599 | ) | — | — | (599 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | — | (14,529 | ) | (184 | ) | — | (14,713 | ) | |||||||||
Cash and cash equivalents, beginning of period | — | 25,837 | 719 | — | 26,556 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 11,308 | $ | 535 | $ | — | $ | 11,843 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For The Year Ended December 31, 2012 | |||||||||||||||||
Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Parent | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash (used in) provided by operating activities | $ | — | $ | (7,820 | ) | $ | 242 | $ | (693 | ) | $ | (8,271 | ) | ||||
Investing activities: | |||||||||||||||||
Proceeds from sale of leasing equipment | — | 2,689 | — | — | 2,689 | ||||||||||||
Collections on net investment in direct finance leases, net of interest earned | — | 7,836 | — | — | 7,836 | ||||||||||||
Disbursement related to intercompany note | (300,000 | ) | — | — | 300,000 | — | |||||||||||
Purchase of leasing equipment | — | (102,989 | ) | — | — | (102,989 | ) | ||||||||||
Purchase of fixed assets | — | (588 | ) | — | — | (588 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (300,000 | ) | (93,052 | ) | — | 300,000 | (93,052 | ) | |||||||||
Financing activities: | |||||||||||||||||
Proceeds from long-term debt | 300,000 | 932,397 | — | (300,000 | ) | 932,397 | |||||||||||
Repayment of long-term debt | — | (800,738 | ) | — | — | (800,738 | ) | ||||||||||
Cash paid for debt issuance fees | — | (32,588 | ) | — | — | (32,588 | ) | ||||||||||
Dividend paid | — | — | (693 | ) | 693 | — | |||||||||||
Capital contribution from parent | — | 3,616 | — | — | 3,616 | ||||||||||||
Investment in parent | — | (3,616 | ) | — | — | (3,616 | ) | ||||||||||
Repurchase of shares from employees | — | (307 | ) | — | — | (307 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | 300,000 | 98,764 | (693 | ) | (299,307 | ) | 98,764 | ||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | 110 | — | — | 110 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | — | (1,998 | ) | (451 | ) | — | (2,449 | ) | |||||||||
Cash and cash equivalents, beginning of period | — | 27,835 | 1,170 | — | 29,005 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 25,837 | $ | 719 | $ | — | $ | 26,556 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Description_of_the_Business_an1
Description of the Business and Basis of Presentation, Equipment (Details) (USD $) | Dec. 31, 2014 |
In Billions, unless otherwise specified | item |
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 | 309,700 |
Net book value of owned equipment | $1.45 |
Description_of_the_Business_an2
Description of the Business and Basis of Presentation, Organization (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 05, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 09, 2012 |
Senior Secured 11% Notes | ||||
Borrowings | ||||
Interest rate (as a percent) | 11.00% | 11.00% | ||
Senior Secured 11% Notes | Unregistered Original Notes | ||||
Borrowings | ||||
Aggregate principal amount of issuance | $300,000 | |||
Interest rate (as a percent) | 11.00% | |||
Aggregate principal amount of the Original Notes validly tendered under exchange offer | $300,000 | |||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 100.00% | |||
Interpool | ||||
Borrowings | ||||
Percentage ownership of subsidiaries | 100.00% |
Description_of_the_Business_an3
Description of the Business and Basis of Presentation, Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
customer | customer | customer | |
Description of Business | |||
Number of industries in which the entity and its subsidiaries conduct business | 1 | ||
Number of reportable segments | 2 | ||
Top 25 customers | Revenues | Customer concentration | |||
Description of Business | |||
Percentage of the Company's total revenues | 62.00% | 70.00% | 78.00% |
Number of customers | 25 | 25 | 25 |
Motor carriers | Revenues | Customer concentration | |||
Description of Business | |||
Percentage of the Company's total revenues | 48.00% | 25.00% | 12.00% |
Motor carriers | Revenues | Customer concentration | Minimum | |||
Description of Business | |||
Number of customers | 4,500 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies, Consolidation (Details) (All subsidiaries of the Company) | 12 Months Ended |
Dec. 31, 2014 | |
All subsidiaries of the Company | |
Principles of Consolidation | |
Percentage ownership of subsidiaries | 100.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies, Risks (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
customer | customer | customer | |
Risk and Uncertainties | |||
Number of significant types of economic risk | 2 | ||
Risk and Uncertainties | |||
Outstanding principal in direct finance leases | 16,215 | 25,026 | 40,729 |
Revenues | Customer concentration | Top ten customers | |||
Risk and Uncertainties | |||
Concentration risk (as a percent) | 45.00% | 52.00% | 58.00% |
Number of customers | 10 | 10 | 10 |
Revenues | Customer concentration | Largest customer | |||
Risk and Uncertainties | |||
Concentration risk (as a percent) | 6.00% | 7.00% | 10.00% |
Balances due to Company | Credit concentration | Largest customer | |||
Risk and Uncertainties | |||
Maximum loss that the entity would incur, if customer failed completely to perform according to the terms of contract | 4,301 | ||
Outstanding principal | Credit concentration | Top three customers | |||
Risk and Uncertainties | |||
Outstanding principal in direct finance leases | 14,592 | 21,893 | 35,822 |
Concentration risk (as a percent) | 90.00% | 87.00% | 88.00% |
Number of customers | 3 | 3 | 3 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies, Lease Equipment (Details) (Chassis, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Minimum | |
Leasing equipment | |
Useful lives | 20 years |
Maximum | |
Leasing equipment | |
Useful lives | 22 years 6 months |
Average | |
Leasing equipment | |
Residual values | 2,600 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies, Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
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 |
Software Development | |
Property and Equipment | |
Useful lives | 7 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 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies, Additional (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 09, 2012 | |
item | ||||
segment | ||||
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 | $928,000 | $1,340,000 | $217,000 | |
Senior secured credit agreement | Fortis Facility | ||||
Derivative Instruments and Hedging Activities | ||||
Repayments of senior secured credit agreement | $630,000 |
Leasing_Activity_Details
Leasing Activity (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Leasing Activity | |||
Contingent rental, operating leases | $0 | $0 | $0 |
Contingent rental, direct finance leases | 0 | 0 | 0 |
Direct finance leases | |||
Guaranteed and unguaranteed residual values | 8,778 | 11,923 | |
Future minimum lease revenue | |||
2015 | 81,461 | ||
2016 | 46,414 | ||
2017 | 32,697 | ||
2018 | 4,937 | ||
2019 | 3,890 | ||
Thereafter | 134 | ||
Total | 169,533 | ||
Total Lease Receivables | |||
2015 | 4,814 | ||
2016 | 3,912 | ||
2017 | 10,380 | ||
2018 | 106 | ||
2019 | 10 | ||
Thereafter | 49 | ||
Total | 19,271 | 31,655 | |
Unearned Lease Income | |||
2015 | 1,483 | ||
2016 | 1,130 | ||
2017 | 406 | ||
2018 | 13 | ||
2019 | 8 | ||
Thereafter | 16 | ||
Total | 3,056 | 6,629 | |
Net Lease Receivables | |||
2015 | 3,331 | ||
2016 | 2,782 | ||
2017 | 9,974 | ||
2018 | 93 | ||
2019 | 2 | ||
Thereafter | 33 | ||
Total | $16,215 | $25,026 | $40,729 |
Leasing_Equipment_Details
Leasing Equipment (Details) (USD $) | 12 Months Ended | 9 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jun. 30, 2014 |
Leasing equipment | |||||
Total leasing equipment | $1,837,317 | $1,759,517 | 1,837,317 | ||
Less accumulated depreciation | -400,408 | -365,429 | -400,408 | ||
Leasing equipment, net of accumulated depreciation | 1,436,909 | 1,394,088 | 1,325,383 | 1,436,909 | |
Depreciation expense | 72,114 | 71,791 | 66,052 | ||
Net income (loss) | -2,956 | -29,353 | -3,090 | ||
Assets recorded under capital leases | |||||
Leasing equipment under capital leases | 182,688 | 253,639 | 182,688 | ||
Accumulated depreciation under capital leases | 53,016 | 59,424 | 53,016 | ||
Domestic Chassis | |||||
Leasing equipment | |||||
Estimated useful life | 20 years | ||||
Domestic Chassis | Extension of useful life of domestic chassis fleet | |||||
Leasing equipment | |||||
Depreciation expense | -3,931 | ||||
Net income (loss) | 3,931 | ||||
Estimated annual impact of change in useful life on depreciation expense | -5,200 | ||||
Estimated annual impact of change in useful life on net income (loss) | $5,200 | ||||
Domestic Chassis | Previous Estimate | |||||
Leasing equipment | |||||
Estimated useful life | 17 years 6 months | ||||
Marine Chassis | |||||
Leasing equipment | |||||
Estimated useful life | 22 years 6 months |
Leasing_Equipment_Impairment_D
Leasing Equipment, Impairment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Leasing Equipment | |||
Shrinkage | $218 | $51 | $1,134 |
Corroded/Unusable | 2,527 | 658 | 789 |
Impairment | 3,110 | 5,642 | 4,752 |
Insurance recoveries | -494 | -169 | |
Total impairment of leasing equipment | $5,855 | $5,857 | $6,506 |
Leasing_Equipment_Retirement_D
Leasing Equipment, Retirement (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2014 |
Early Retirement of Leasing Equipment | ||
Early retirement of leasing equipment | $37,766 | $37,766 |
Remaining reserve for retirement of leasing equipment | 5,040 | |
Chassis Retirements | ||
Early Retirement of Leasing Equipment | ||
Number identified for retirement | 11,000 | |
Early retirement of leasing equipment | 14,766 | |
Axle Retirements | ||
Early Retirement of Leasing Equipment | ||
Number identified for retirement | 9,000 | |
Early retirement of leasing equipment | $23,000 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segment | |||
Goodwill | |||
Number of reportable units | 2 | ||
Goodwill | $251,907 | $251,907 | |
Accumulated impairment losses | 0 | ||
Impairment | 0 | 0 | 0 |
Marine Market segment | |||
Goodwill | |||
Goodwill | 134,019 | 134,019 | |
Domestic Market segment | |||
Goodwill | |||
Goodwill | $117,888 |
Borrowings_Details
Borrowings (Details) (USD $) | 12 Months Ended | 0 Months Ended | 5 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 10, 2012 | Dec. 31, 2012 | Jul. 05, 2013 | Aug. 09, 2012 | Apr. 15, 2014 | Dec. 20, 2012 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2014 | Aug. 15, 2014 | Jun. 30, 2011 | Dec. 31, 2011 | Jan. 10, 2013 |
item | item | |||||||||||||||
Borrowings | ||||||||||||||||
Total debt and capital lease obligations | $1,164,222 | $1,164,137 | $1,164,222 | 1,164,222 | ||||||||||||
Less current maturities | -30,546 | -34,029 | -30,546 | -30,546 | ||||||||||||
Long-term debt, less current maturities | 1,133,676 | 1,130,108 | 1,133,676 | 1,133,676 | ||||||||||||
Weighted average interest rate (as a percent) | 5.78% | 6.11% | 6.23% | |||||||||||||
Assets pledged as collateral | 1,434,417 | 1,417,406 | 1,434,417 | 1,434,417 | ||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | 315 | 904 | 8,850 | |||||||||||||
Interest rate swap | ||||||||||||||||
Borrowings | ||||||||||||||||
Maximum percentage of principal amount of debt for optional redemption with equity offering proceeds | 35.00% | |||||||||||||||
Redemption price as percentage of principal amount, for optional redemption with equity offering proceeds | 111.00% | |||||||||||||||
Number of derivative instruments terminated | 6 | |||||||||||||||
Variable rate debt effectively converted to fixed rate | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | |||||||||||
Fixed interest rate payable (as a percent) | 0.76% | 0.76% | 0.76% | |||||||||||||
LIBOR | Interest rate swap | ||||||||||||||||
Borrowings | ||||||||||||||||
Maturity of reference rate for variable interest | 1 month | |||||||||||||||
One month LIBOR interest rate (as a percent) | 0.17% | 0.17% | 0.17% | |||||||||||||
Senior Secured 11% Notes | ||||||||||||||||
Borrowings | ||||||||||||||||
Total debt and capital lease obligations | 300,000 | 300,000 | 300,000 | 300,000 | ||||||||||||
Interest rate (as a percent) | 11.00% | 11.00% | 11.00% | 11.00% | ||||||||||||
Weighted average interest rate (as a percent) | 11.52% | 11.51% | 11.22% | |||||||||||||
Redemption price as a percentage of principal, due to change in control | 101.00% | |||||||||||||||
Redemption price as a percentage of principal, upon collateral or non-collateral asset sales | 100.00% | |||||||||||||||
Fees related to debt instrument | 9,555 | |||||||||||||||
Debt instrument term | 7 years | |||||||||||||||
Senior Secured 11% Notes | Unregistered Original Notes | ||||||||||||||||
Borrowings | ||||||||||||||||
Interest rate (as a percent) | 11.00% | |||||||||||||||
Total principal amount of the Original Notes sold | 300,000 | |||||||||||||||
Days from closing to file registration statement with the SEC | 365 days | |||||||||||||||
Aggregate principal amount of the Original Notes validly tendered under exchange offer | 300,000 | |||||||||||||||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 100.00% | |||||||||||||||
Senior Secured 11% Notes | Prior to August 15, 2015 | ||||||||||||||||
Borrowings | ||||||||||||||||
End date of redemption period | 15-Aug-15 | |||||||||||||||
Redemption price as a percentage of principal | 100.00% | |||||||||||||||
Maximum percentage of principal amount of debt for optional redemption with equity offering proceeds | 35.00% | |||||||||||||||
Redemption price as percentage of principal amount, for optional redemption with equity offering proceeds | 111.00% | |||||||||||||||
Senior secured credit agreement | ABL Facility | ||||||||||||||||
Borrowings | ||||||||||||||||
Total debt and capital lease obligations | 759,000 | 713,000 | 759,000 | 759,000 | ||||||||||||
Weighted average interest rate (as a percent) | 3.60% | 4.03% | 4.14% | |||||||||||||
Maximum borrowing capacity | 1,250 | 950,000 | 725,000 | 1,030,000 | 845,000 | 1,250 | 1,250 | |||||||||
Fees related to debt instrument | 1,087 | 670 | 21,677 | 1,880 | 1,356 | |||||||||||
Debt instrument term | 5 years | |||||||||||||||
Percentage of eligible accounts receivable, basis for calculation of maximum borrowings under the debt covenant | 85.00% | |||||||||||||||
Percentage of net book GAAP depreciated value of eligible rental fleet assets used in calculating maximum borrowings | 85.00% | |||||||||||||||
Percentage of net orderly liquidation value of eligible rental fleet assets used in for calculating maximum borrowings | 80.00% | |||||||||||||||
Fixed charge coverage ratio | 1 | |||||||||||||||
Bank fees | 14,488 | |||||||||||||||
Re-titling costs | 6,600 | |||||||||||||||
Loss on modification of debt | 2,136 | |||||||||||||||
Loss on extinguishment of debt | 4,158 | |||||||||||||||
Deferred financing fees | 20,917 | |||||||||||||||
Increase in borrowing capacity | 105,000 | 80,000 | 120,000 | 74,000 | 146,000 | |||||||||||
Available borrowing capacity | 491,000 | 491,000 | 491,000 | |||||||||||||
Assets pledged as collateral | 1,276,781 | 1,193,614 | 1,276,781 | 1,276,781 | ||||||||||||
Senior secured credit agreement | ABL Facility | Effective date to June 30, 2013 | ||||||||||||||||
Borrowings | ||||||||||||||||
Senior Secured Debt leverage ratio | 6.5 | |||||||||||||||
Senior secured credit agreement | ABL Facility | Period from September 30, 2013 to June 30, 2014 | ||||||||||||||||
Borrowings | ||||||||||||||||
Senior Secured Debt leverage ratio | 6 | |||||||||||||||
Senior secured credit agreement | ABL Facility | Period from September 30, 2014 to June 30, 2015 | ||||||||||||||||
Borrowings | ||||||||||||||||
Senior Secured Debt leverage ratio | 5.5 | |||||||||||||||
Senior secured credit agreement | ABL Facility | Period from September 30, 2015 to June 30, 2016 | ||||||||||||||||
Borrowings | ||||||||||||||||
Senior Secured Debt leverage ratio | 5 | |||||||||||||||
Senior secured credit agreement | ABL Facility | Period from September 30, 2016 to the maturity date | ||||||||||||||||
Borrowings | ||||||||||||||||
Senior Secured Debt leverage ratio | 4.5 | |||||||||||||||
Senior secured credit agreement | ABL Facility | Adjusted LIBOR | ||||||||||||||||
Borrowings | ||||||||||||||||
Interest rate added to variable rate basis (as a percent) | 2.75% | |||||||||||||||
Senior secured credit agreement | ABL Facility | Alternate Base Rate | ||||||||||||||||
Borrowings | ||||||||||||||||
Interest rate added to variable rate basis (as a percent) | 1.75% | |||||||||||||||
Senior secured credit agreement | ABL Facility | LIBOR | ||||||||||||||||
Borrowings | ||||||||||||||||
Interest rate added to variable rate basis (as a percent) | 2.25% | 2.75% | ||||||||||||||
Loans Payable CIMC | ||||||||||||||||
Borrowings | ||||||||||||||||
Total debt and capital lease obligations | 16,950 | 19,278 | 16,950 | 16,950 | ||||||||||||
Weighted average interest rate (as a percent) | 4.53% | 4.56% | 4.73% | |||||||||||||
Number of chassis contracted for the remanufacture and financing with CIMC | 3,135 | |||||||||||||||
Percentage of acquisition cost of remanufactured chassis financed by CIMC | 90.00% | |||||||||||||||
Number of tranches in which equipment were delivered. | 8 | |||||||||||||||
Number of financing agreements signed | 8 | |||||||||||||||
Term of each agreement commencing on the acceptance date of the equipment | 120 months | |||||||||||||||
Assets pledged as collateral | 27,966 | 29,242 | 27,966 | 27,966 | ||||||||||||
Capital lease obligations | ||||||||||||||||
Borrowings | ||||||||||||||||
Total debt and capital lease obligations | 88,272 | 131,859 | 88,272 | 88,272 | ||||||||||||
Weighted average interest rate (as a percent) | 4.96% | 5.10% | 5.21% | |||||||||||||
Assets pledged as collateral | 129,670 | 194,550 | 129,670 | 129,670 | ||||||||||||
Number of purchase options exercised under capital lease | 1 | |||||||||||||||
Number of chassis purchased under early purchase option of capital leases | 1,371 | |||||||||||||||
Exercise of early purchase options, payment to lender | 12,032 | |||||||||||||||
Loss on modification and extinguishment of debt and capital lease obligations | 225 | |||||||||||||||
Capital lease obligations | Minimum | ||||||||||||||||
Borrowings | ||||||||||||||||
Interest rate (as a percent) | 3.53% | 3.53% | 3.53% | |||||||||||||
Capital lease obligations | Maximum | ||||||||||||||||
Borrowings | ||||||||||||||||
Interest rate (as a percent) | 7.07% | 7.07% | 7.07% |
Borrowings_Maturities_Details
Borrowings, Maturities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Maturities | ||
2015 | $30,546 | |
2016 | 39,468 | |
2017 | 771,641 | |
2018 | 14,678 | |
2019 | 303,420 | |
Thereafter | 4,469 | |
Total debt and capital lease obligations | $1,164,222 | $1,164,137 |
Derivatives_and_Hedging_Activi2
Derivatives and Hedging Activities (Details) (Interest rate swap, USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 09, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 10, 2013 |
Derivative and Hedging Activities | ||||
Number of derivative instruments terminated | 6 | |||
Variable rate debt hedged | 300,000 | $300,000 | $300,000 | |
Fixed interest rate payable (as a percent) | 0.76% | |||
Amount paid on settlement, including accrued interest | 91,422 | |||
Accrued interest paid at settlement | $1,052 | |||
LIBOR | ||||
Derivative and Hedging Activities | ||||
Maturity of reference rate for variable interest | 1 month | |||
One month LIBOR interest rate (as a percent) | 0.17% |
Derivatives_and_Hedging_Activi3
Derivatives and Hedging Activities (Details 2) (Interest rate swap, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative and Hedging Activities | ||
Notional Amount | $300,000 | $300,000 |
Fixed Leg Interest Rate (as a percent) | 0.76% | |
Weighted-Average Fixed Leg Interest Rate (as a percent) | 0.76% | 0.76% |
Weighted-Average Remaining Term | 2 years 6 months | 3 years 6 months |
LIBOR | ||
Derivative and Hedging Activities | ||
Floating Rate, maturity | 1 month | |
Designated as hedge | Cash flow hedge | ||
Derivative and Hedging Activities | ||
Notional Amount | 300,000 | |
Fixed Leg Interest Rate (as a percent) | 0.76% | |
Designated as hedge | Cash flow hedge | Other Assets | ||
Derivative and Hedging Activities | ||
Fair Value Gain | $2,015 | |
Designated as hedge | Cash flow hedge | LIBOR | ||
Derivative and Hedging Activities | ||
Floating Rate, maturity | 1 month |
Derivatives_and_Hedging_Activi4
Derivatives and Hedging Activities (Details 3) (Interest rate swap, Designated as hedge, Cash flow hedge, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net of tax effect of cash flow hedge derivative instruments | |||
Change in Unrealized Gain (Loss) Recognized in OCI on Derivatives, Effective Portion | ($2,005) | $1,081 | ($17,572) |
Interest expense | |||
Net of tax effect of cash flow hedge derivative instruments | |||
Loss Reclassified from OCI into Income, Effective Portion | 12,131 | 13,143 | 17,061 |
(Gain) Loss Recognized Directly in Income on Derivative, Ineffective Portion | -84 | -82 | 53 |
Net settlements of interest rate derivatives, net of tax | 1,106 | 939 | 10,800 |
Net settlements of interest rate derivatives, tax | -720 | -610 | -7,116 |
Amortization of terminated derivatives, net of tax | 11,025 | 12,204 | 6,261 |
Amortization of terminated derivatives, tax | ($7,265) | ($7,774) | ($4,757) |
Derivatives_and_Hedging_Activi5
Derivatives and Hedging Activities (Details 4) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, net of tax | $825 | ||
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, tax | 536 | ||
Deferred losses on the Company's terminated derivatives expected to be amortized over the next twelve months, net of tax | 12,229 | ||
Deferred losses on the Company's terminated derivatives expected to be amortized over the next twelve months, tax | 7,948 | ||
Interest rate swap | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Fixed Rate % | 0.76% | ||
Interest rate swap | Designated as hedge | Cash flow hedge | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Fixed Rate % | 0.76% | ||
Deferred Loss Upon Termination | 127,529 | ||
Unamortized Deferred (Gain) Loss | 48,078 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 18,290 | 19,978 | 11,018 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | 20,177 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.299%, original maturity of Oct-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 60,852 | ||
Fixed Rate % | 5.30% | ||
Deferred Loss Upon Termination | 1,853 | ||
Unamortized Deferred (Gain) Loss | -8 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 10 | 33 | 91 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | -2 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.307%, original maturity of Jul-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 200,000 | ||
Fixed Rate % | 5.31% | ||
Deferred Loss Upon Termination | 6,412 | ||
Unamortized Deferred (Gain) Loss | -23 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 45 | 141 | 355 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | -6 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.58%, original maturity of Jul-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 163,333 | ||
Fixed Rate % | 5.58% | ||
Deferred Loss Upon Termination | 3,773 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 200 | 413 | 545 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, one | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 150,000 | ||
Fixed Rate % | 5.51% | ||
Deferred Loss Upon Termination | 1,711 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 44 | 65 | 163 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.512%, original maturity of Oct-2014, two | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 150,000 | ||
Fixed Rate % | 5.51% | ||
Deferred Loss Upon Termination | 3,498 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 139 | 235 | 320 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.436%, original maturity of Oct-2017, one | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 480,088 | ||
Fixed Rate % | 5.44% | ||
Deferred Loss Upon Termination | 1,711 | ||
Unamortized Deferred (Gain) Loss | 1,566 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 145 | ||
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | 662 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.436%, original maturity of Oct-2017, two | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 480,088 | ||
Fixed Rate % | 5.44% | ||
Deferred Loss Upon Termination | 1,526 | ||
Unamortized Deferred (Gain) Loss | 1,380 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 146 | ||
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | 698 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.605%, original maturity of Jul-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 163,333 | ||
Fixed Rate % | 4.61% | ||
Deferred Loss Upon Termination | 2,082 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | -166 | -84 | 125 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.743%, original maturity of Oct-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 332,525 | ||
Fixed Rate % | 4.74% | ||
Deferred Loss Upon Termination | 7,641 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | -167 | 102 | 421 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.305%, original maturity of Oct-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 58,238 | ||
Fixed Rate % | 4.31% | ||
Deferred Loss Upon Termination | 862 | ||
Unamortized Deferred (Gain) Loss | -103 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | -61 | -59 | -40 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | -58 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.365%, original maturity of Jul-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 193,333 | ||
Fixed Rate % | 4.37% | ||
Deferred Loss Upon Termination | 3,265 | ||
Unamortized Deferred (Gain) Loss | -340 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | -247 | -209 | -104 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | -206 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.526%, original maturity of Jul-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 37,000 | ||
Fixed Rate % | 5.53% | ||
Deferred Loss Upon Termination | 3,122 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 335 | 809 | 1,074 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 3.989%, original maturity of Oct-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 53,286 | ||
Fixed Rate % | 3.99% | ||
Deferred Loss Upon Termination | 2,048 | ||
Unamortized Deferred (Gain) Loss | 535 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 469 | 678 | 366 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | 330 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.033%, original maturity of Jul-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 181,667 | ||
Fixed Rate % | 4.03% | ||
Deferred Loss Upon Termination | 8,538 | ||
Unamortized Deferred (Gain) Loss | 1,987 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 2,135 | 2,944 | 1,472 |
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | 1,321 | ||
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.328%, original maturity of Jul-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 43,333 | ||
Fixed Rate % | 4.33% | ||
Deferred Loss Upon Termination | 11,033 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 3,437 | 5,477 | 2,119 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.147%, original maturity of Oct-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 211,567 | ||
Fixed Rate % | 4.15% | ||
Deferred Loss Upon Termination | 17,002 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 6,578 | 7,200 | 3,224 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 4.000%, original maturity of Oct-2014 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 150,000 | ||
Fixed Rate % | 4.00% | ||
Deferred Loss Upon Termination | 5,080 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 1,960 | 2,233 | 887 |
Interest rate swap | Designated as hedge | Cash flow hedge | Terminated derivative at fixed rate of 5.174%, original maturity of Oct-2017 | |||
Deferred (gains) and losses for the terminated interest rate derivatives and the related amortization into interest expense | |||
Original Maximum Notional Amount | 427,407 | ||
Fixed Rate % | 5.17% | ||
Deferred Loss Upon Termination | 46,372 | ||
Unamortized Deferred (Gain) Loss | 43,084 | ||
Amount of Deferred (Gain) Loss Amortized (including Accelerated Amortization) into Interest Expense | 3,288 | ||
Amount of Deferred (Gain) Loss Expected to be Amortized over the Next 12 Months | $17,438 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Lease Commitments | |||
Rental expense under operating leases | $8,541 | $9,660 | $10,946 |
2015 | 8,015 | ||
2016 | 4,458 | ||
2017 | 2,981 | ||
2018 | 3,237 | ||
2019 | 2,690 | ||
Thereafter | 14,597 | ||
Total | 35,978 | ||
Leasing equipment | |||
Purchase Commitments | |||
Commitments for capital expenditures for leasing equipment | $6,874 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Aug. 01, 2014 | Dec. 31, 2014 |
211 College Road East | Pending | ||
Lease commitments | ||
Agreed sale price of corporate office building | $2,300 | |
Depreciation expense | 211 College Road East | ||
Lease commitments | ||
Reduction of carrying value to net realizable value | 1,356 | |
Lease of Office Space | ||
Lease commitments | ||
Number of existing headquarters locations | 2 | |
Number of proposed headquarters locations | 1 | |
Lease of Office Space | 750 College Road East | ||
Lease commitments | ||
Area of office space leased | 82,283 | |
Lease term | 10 years 9 months | |
Number of lease renewal options | 2 | |
Term of renewal options | 5 years | |
Tax credit period | 10 years | |
Lease of Office Space | Maximum | 750 College Road East | ||
Lease commitments | ||
Tax credits in connection with lease | $9,800 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details 3) (Indemnifications, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Indemnifications | ||
Guarantees and Indemnifications | ||
Accrued losses | $0 | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Domestic and foreign pre-tax income | ||||
Domestic | ($7,988) | ($13,472) | ($7,571) | |
Foreign | 1,587 | 2,273 | 2,306 | |
(Loss) income before provision (benefit) for income taxes | -6,401 | -11,199 | -5,265 | |
Current taxes: | ||||
Federal | -795 | 796 | ||
State | 713 | 54 | 255 | |
Foreign | 67 | 398 | 400 | |
Total current taxes | -15 | 1,248 | 655 | |
Deferred taxes: | ||||
Federal | -2,115 | 14,211 | -2,207 | |
State | -1,395 | 1,936 | -1,010 | |
Foreign | 80 | 759 | 387 | |
Total deferred taxes | -3,430 | 16,906 | -2,830 | |
Total (benefit) provision for income taxes | -3,445 | 18,154 | -2,175 | |
Capital gain recognized from the distribution of stock in a related company | 56,120 | |||
Reconciliation of the U.S. statutory tax rate to the effective tax rate for continuing operations | ||||
U.S. statutory rate (as a percent) | 35.00% | 35.00% | 35.00% | |
State taxes (as a percent) | 12.90% | -12.20% | 19.90% | |
Foreign earnings taxed at other than 35% (as a percent) | 7.50% | -4.80% | -7.80% | |
Gain (as a percent) | -175.30% | |||
Changes in uncertain tax positions (as a percent) | -6.30% | -0.10% | ||
Valuation allowances (as a percent) | 5.10% | -5.60% | -5.50% | |
Permanent tax items (as a percent) | -0.40% | 0.90% | -0.30% | |
Effective tax rate (as a percent) | 53.80% | -162.10% | 41.30% | |
Deferred tax assets: | ||||
Loss carryforwards | 304,263 | 295,387 | ||
Derivative instruments | 18,148 | 24,829 | ||
Other | 8,977 | 8,296 | ||
Deferred tax assets | 331,388 | 328,512 | ||
Valuation allowance | -2,205 | -2,931 | ||
Total deferred tax assets | 329,183 | 325,581 | ||
Deferred tax liabilities: | ||||
Operating property, net | 412,706 | 398,788 | ||
Derivative Instruments | 18,944 | 26,124 | ||
Total deferred tax liabilities | 431,650 | 424,912 | ||
Net deferred tax liabilities | 102,467 | 99,331 | ||
Additional disclosures | ||||
PALs carryforwards | 228,931 | |||
NOLs carryforwards | 534,619 | |||
Maximum remaining expiration period relating to state NOL and capital loss carryforwards | 5 years | |||
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||||
Balance at the beginning of the period | 84 | 84 | ||
Change during the period | 893 | |||
Balance at the end of the period | 977 | 84 | 84 | |
Unrecognized tax benefits, including interest and penalties | 696 | 152 | 143 | |
Interest and penalties | 94 | 9 | 0 | 0 |
Period from utilization, regardless of year of origin, for NOLs to remain subject to audit | 3 years | |||
Cumulative undistributed foreign earnings | $2,610 | $1,098 | $467 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in accumulated other comprehensive (loss) by component: | |||
Balance at the beginning of the period | ($38,348) | ($51,976) | ($51,623) |
Current-period other comprehensive income (loss) | 9,731 | 13,628 | -353 |
Balance at the end of the period | -28,617 | -38,348 | -51,976 |
Net settlements and amortization of interest rate derivative | |||
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, net of tax | 825 | ||
Net interest settlements on active interest rate derivatives expected to be amortized over the next 12 months, tax | 536 | ||
Deferred losses on the Company's terminated derivatives expected to be amortized over the next twelve months, net of tax | 12,229 | ||
Deferred losses on the Company's terminated derivatives expected to be amortized over the next twelve months, tax | 7,948 | ||
Unrealized Gain (Loss) on Derivative Instruments | |||
Changes in accumulated other comprehensive (loss) by component: | |||
Balance at the beginning of the period | 2,020 | -47,525 | |
Reclassification of terminated derivative | 54,297 | ||
Current-period other comprehensive income (loss) | -899 | 2,020 | -6,772 |
Balance at the end of the period | 1,121 | 2,020 | |
Net Derivative Loss to be Reclassified into Earnings | |||
Changes in accumulated other comprehensive (loss) by component: | |||
Balance at the beginning of the period | -40,226 | -52,430 | -4,394 |
Reclassification of terminated derivative | -54,297 | ||
Current-period other comprehensive income (loss) | 11,025 | 12,204 | 6,261 |
Balance at the end of the period | -29,201 | -40,226 | -52,430 |
Foreign Currency Translation | |||
Changes in accumulated other comprehensive (loss) by component: | |||
Balance at the beginning of the period | -142 | 454 | 296 |
Current-period other comprehensive income (loss) | -395 | -596 | 158 |
Balance at the end of the period | ($537) | ($142) | $454 |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Loss (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement Totals | |||
Interest expense | $86,837 | $91,085 | $75,102 |
Benefit for income taxes | -3,445 | 18,154 | -2,175 |
Net loss reclassified out of AOCI | 2,956 | 29,353 | 3,090 |
AOCI reclassifications | Net Derivative Loss to be Reclassified into Earnings | |||
Income Statement Totals | |||
Interest expense | 18,290 | 19,978 | 11,018 |
Benefit for income taxes | -7,265 | -7,774 | -4,757 |
Net loss reclassified out of AOCI | $11,025 | $12,204 | $6,261 |
ShareBased_Payment_Details
Share-Based Payment (Details) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2012 | Mar. 28, 2012 | Dec. 13, 2012 | Sep. 30, 2012 | 31-May-12 | Dec. 01, 2013 | 1-May-13 | Mar. 01, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Jun. 01, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 27, 2012 |
SCT Chassis, Inc - legal entity | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Common shares, authorized share capital (in shares) | 71,000,000 | ||||||||||||||
Common shares, par value (in dollars per share) | 0.01 | ||||||||||||||
Common shares, outstanding | 69,044,081 | ||||||||||||||
Interpool | Seacastle shares exchanged for SCT Chassis shares | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Exchange ratio | 0.00945 | ||||||||||||||
Seacastle Inc. | SCT Chassis, Inc - legal entity | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Shares of common stock issued to related party. | 68,459,471 | ||||||||||||||
Number of shares owned by related party | 200 | ||||||||||||||
Seacastle Inc. | Interpool | Seacastle shares exchanged for SCT Chassis shares | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Shares of common stock exchanged | 58,425 | ||||||||||||||
Vested shares of common stock exchanged | 45,934 | ||||||||||||||
Granted vested shares of common stock exchanged | 37,365 | ||||||||||||||
Employee-purchased shares of common stock exchanged | 8,569 | ||||||||||||||
Unvested restricted of common stock exchanged | 12,491 | ||||||||||||||
SCT Chassis, Inc. | Interpool | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Number of shares purchased for award | 40,900 | 3,181 | 540,329 | ||||||||||||
Fair market value of shares purchased (in dollars per share) | $6.41 | $6.17 | $6.17 | ||||||||||||
Cost of shares purchased for award | $262 | $19 | $3,334 | ||||||||||||
SCT Chassis, Inc. | Interpool | Seacastle shares exchanged for SCT Chassis shares | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Shares of common stock issued on exchange | 55,212 | ||||||||||||||
Vested shares of common stock exchanged | 43,408 | ||||||||||||||
Granted vested shares of common stock exchanged | 35,310 | ||||||||||||||
Employee-purchased shares of common stock exchanged | 8,098 | ||||||||||||||
Vested shares of common stock exchanged | 11,804 | ||||||||||||||
Restricted shares | SCT Chassis, Inc. | |||||||||||||||
Share-based payments, additional information | |||||||||||||||
Additional grants contingent upon achievement of certain performance or market conditions (in shares) | 1,096,954 | ||||||||||||||
Share-based compensation expense recorded related to shares to be granted on achievement of certain conditions | 0 | ||||||||||||||
Total number of shares authorized for grant under the plan | 2,548,426 | ||||||||||||||
Additional grants (in shares) | 2,098,296 | ||||||||||||||
Share-based compensation expense | 810 | 1,181 | 1,765 | ||||||||||||
Unrecognized compensation expense | 430 | ||||||||||||||
Remaining weighted-average vesting period over which the total unrecognized compensation cost is expected to be recognized | 9 months 18 days | ||||||||||||||
Shares | |||||||||||||||
Non-vested at the beginning of the period (in shares) | 352,443 | 451,360 | |||||||||||||
Granted (in shares) | 50,000 | 21,570 | 27,599 | 40,900 | 53,079 | 493,214 | 99,169 | 598,997 | |||||||
Forfeited (in shares) | -20,000 | -23,750 | -3,031 | ||||||||||||
Vested (in shares) | -6,900 | -13,270 | -123,305 | -152,226 | -174,336 | -144,606 | |||||||||
Non-vested at the end of the period (in shares) | 180,217 | 352,443 | 451,360 | ||||||||||||
Weighted-Average Grant Date Fair Value per share | |||||||||||||||
Non-vested at the beginning of the period (in dollars per share) | $6.61 | $6.29 | |||||||||||||
Granted (in dollars per share) | $7.63 | $7.63 | $7.15 | $6.41 | $6.17 | $6.17 | $7.50 | $6.27 | |||||||
Forfeited (in dollars per share) | $6.17 | $6.17 | $6.17 | ||||||||||||
Vested (in dollars per share) | $6.54 | $6.34 | $6.22 | ||||||||||||
Non-vested at the end of the period (in dollars per share) | $6.71 | $6.61 | $6.29 | ||||||||||||
Fair Value of Shares at Grant Date | |||||||||||||||
Non-vested at the beginning of the period (in dollars) | 2,328 | 2,837 | |||||||||||||
Granted (in dollars) | 382 | 165 | 197 | 262 | 327 | 3,043 | 743 | 3,756 | |||||||
Forfeited (in dollars) | -123 | -146 | -19 | ||||||||||||
Vested (in dollars) | -996 | -1,106 | -900 | ||||||||||||
Non-vested at the end of the period (in dollars) | $1,209 | $2,328 | $2,837 |
ShareBased_Payment_Share_Repur
Share-Based Payment, Share Repurchases (Details) (SCT Chassis, Inc., Interpool, USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
SCT Chassis, Inc. | Interpool | |
Share repurchases | |
Number of shares repurchased | 92,643 |
Cost of shares repurchased | $858 |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segment | |||
Segment and Geographic Information | |||
Number of operating and reportable segments | 2 | ||
Segment information | |||
Total revenues | $626,988 | $515,244 | $414,593 |
Adjusted EBITDA | 200,932 | 162,964 | 159,894 |
Depreciation expense | 72,114 | 71,791 | 66,052 |
Net investment in direct finance leases | 16,215 | 25,026 | 40,729 |
Leasing equipment | 1,436,909 | 1,394,088 | 1,325,383 |
Capital expenditures for long-lived assets | 154,375 | 145,338 | 103,578 |
Minimum | |||
Segment information | |||
Period of entering into pool user agreements for customers | 1 year | ||
Maximum | |||
Segment information | |||
Period of entering into pool user agreements for customers | 3 years | ||
Term revenue | |||
Segment information | |||
Total revenues | 56,080 | 64,009 | 87,994 |
Pool revenue | |||
Segment information | |||
Total revenues | 532,207 | 408,562 | 285,066 |
All other revenue | |||
Segment information | |||
Total revenues | 38,701 | 42,673 | 41,533 |
Operating segments | Marine Market segment | |||
Segment information | |||
Total revenues | 441,201 | 345,163 | 255,124 |
Adjusted EBITDA | 127,779 | 96,731 | 106,342 |
Depreciation expense | 37,867 | 33,862 | 31,544 |
Net investment in direct finance leases | 16,105 | 24,865 | 40,523 |
Leasing equipment | 789,874 | 742,434 | 694,588 |
Capital expenditures for long-lived assets | 111,604 | 102,837 | 52,476 |
Operating segments | Marine Market segment | Term revenue | |||
Segment information | |||
Total revenues | 38,767 | 45,782 | 69,886 |
Operating segments | Marine Market segment | Pool revenue | |||
Segment information | |||
Total revenues | 380,491 | 273,391 | 164,375 |
Operating segments | Marine Market segment | All other revenue | |||
Segment information | |||
Total revenues | 21,943 | 25,990 | 20,863 |
Operating segments | Domestic Market segment | |||
Segment information | |||
Total revenues | 178,644 | 160,250 | 146,063 |
Adjusted EBITDA | 99,313 | 79,410 | 66,819 |
Depreciation expense | 26,666 | 30,923 | 26,245 |
Net investment in direct finance leases | 110 | 161 | 206 |
Leasing equipment | 501,609 | 475,371 | 470,894 |
Capital expenditures for long-lived assets | 37,772 | 38,276 | 50,514 |
Operating segments | Domestic Market segment | Term revenue | |||
Segment information | |||
Total revenues | 17,313 | 18,227 | 18,108 |
Operating segments | Domestic Market segment | Pool revenue | |||
Segment information | |||
Total revenues | 151,716 | 135,171 | 120,691 |
Operating segments | Domestic Market segment | All other revenue | |||
Segment information | |||
Total revenues | 9,615 | 6,852 | 7,264 |
Other | |||
Segment information | |||
Total revenues | 7,143 | 9,831 | 13,406 |
Adjusted EBITDA | -26,160 | -13,177 | -13,267 |
Depreciation expense | 7,581 | 7,006 | 8,263 |
Leasing equipment | 145,426 | 176,283 | 159,901 |
Capital expenditures for long-lived assets | 4,999 | 4,225 | 588 |
Other | All other revenue | |||
Segment information | |||
Total revenues | $7,143 | $9,831 | $13,406 |
Segment_and_Geographic_Informa3
Segment and Geographic Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliations of the total measure of profit or loss to the Company's net income (loss) | ||||
Adjusted EBITDA | $200,932 | $162,964 | $159,894 | |
Principal collections on direct finance leases, net of interest earned | -4,622 | -5,706 | -7,836 | |
Non-cash share-based compensation | -810 | -1,181 | -1,765 | |
Interest expense | -86,837 | -91,085 | -75,102 | |
Depreciation expense | -72,114 | -71,791 | -66,052 | |
Impairment of leasing equipment | -5,855 | -5,857 | -6,506 | |
Early retirement of leasing equipment | -37,766 | -37,766 | ||
Loss on modification and extinguishment of debt and capital lease obligations | -315 | -904 | -8,850 | |
Other income (expense), net | 925 | 2,074 | 809 | |
Interest income | 61 | 287 | 143 | |
(Loss) income before provision (benefit) for income taxes | -6,401 | -11,199 | -5,265 | |
(Benefit) provision for income taxes | -3,445 | 18,154 | -2,175 | |
Net (loss) income | ($2,956) | ($29,353) | ($3,090) |
Defined_Contribution_Plan_Deta
Defined Contribution Plan (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Contribution Plan | |||
Matching contributions as a 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 | $1,961 | $1,283 | $1,078 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related party transactions | |||
Net receivable from affiliates | $705,000 | $1,823,000 | |
Tax gain resulting from receipt of one-time stock distribution | 56,120,000 | ||
Income tax provision on tax gain due to receipt of one-time stock distribution | 22,100,000 | ||
Seacastle Inc. | |||
Related party transactions | |||
Management fees charged to related party | 107,000 | 296,000 | 336,000 |
Florida East Coast Railway | |||
Related party transactions | |||
Revenue from related party | $1,766,000 | $1,028,000 | $664,000 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 10, 2013 |
Debt | |||
Variable interest rate debt | $479,334 | 436,162 | |
Fixed rate debt | 684,888 | 727,975 | |
Liabilities: | |||
Total debt and capital lease obligations | -1,164,222 | -1,164,137 | |
Fair Value | |||
Liabilities: | |||
Derivative instruments | 2,015 | 3,414 | |
Total debt and capital lease obligations | -1,186,862 | -1,205,298 | |
Reported Value Measurement [Member] | |||
Liabilities: | |||
Derivative instruments | 2,015 | 3,414 | |
Total debt and capital lease obligations | -1,164,222 | -1,164,137 | |
Interest rate swap | |||
Derivative instruments | |||
Maximum percentage of principal amount of debt for optional redemption with equity offering proceeds | 35.00% | ||
Debt redemption price as percentage of principal amount, for optional redemption with equity offering proceeds | 111.00% | ||
Debt | |||
Variable rate debt effectively converted to fixed rate | 300,000 | 300,000 | 300,000 |
Level 2 | Fixed rate debt | |||
Debt | |||
Discount rate (as a percent) | 4.87% | 4.91% | |
Recurring | Fair Value | |||
Assets: | |||
Cash and cash equivalents | 4,256 | 11,843 | |
Derivative instruments | 2,015 | ||
Liabilities: | |||
Derivative instruments | 3,414 | ||
Recurring | Level 1 | Fair Value | |||
Assets: | |||
Cash and cash equivalents | 4,256 | 11,843 | |
Recurring | Level 2 | Fair Value | |||
Assets: | |||
Derivative instruments | 2,015 | ||
Liabilities: | |||
Derivative instruments | 3,414 |
Guarantor_Financial_Informatio2
Guarantor Financial Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Jul. 05, 2013 | Aug. 09, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Assets | ||||||
Cash and cash equivalents | 4,256 | $11,843 | $26,556 | $29,005 | ||
Accounts receivable, net | 135,076 | 113,138 | ||||
Net investment in direct finance leases | 16,215 | 25,026 | 40,729 | |||
Leasing equipment, net of accumulated depreciation | 1,436,909 | 1,394,088 | 1,325,383 | |||
Goodwill | 251,907 | 251,907 | ||||
Affiliate and intercompany receivable | 704 | 1,823 | ||||
Other assets | 41,250 | 44,085 | ||||
Total assets | 1,886,317 | 1,841,910 | ||||
Liabilities and member's interest | ||||||
Accounts payable, accrued expenses and other liabilities | 89,230 | 54,784 | ||||
Deferred income taxes, net | 102,467 | 99,331 | ||||
Debt and capital lease obligations | 1,164,222 | 1,164,137 | ||||
Total liabilities | 1,355,919 | 1,318,252 | ||||
Total member's interest | 530,398 | 523,658 | 538,907 | 540,643 | ||
Total liabilities and member's interest | 1,886,317 | 1,841,910 | ||||
Senior Secured 11% Notes | ||||||
Condensed Consolidating Balance Sheet | ||||||
Interest rate (as a percent) | 11.00% | 11.00% | ||||
Liabilities and member's interest | ||||||
Debt and capital lease obligations | 300,000 | 300,000 | ||||
Senior Secured 11% Notes | Unregistered Original Notes | ||||||
Condensed Consolidating Balance Sheet | ||||||
Total principal amount of the Original Notes sold | 300,000 | |||||
Interest rate (as a percent) | 11.00% | |||||
Days from closing to file registration statement with the SEC | 365 days | |||||
Aggregate principal amount of the Original Notes validly tendered under exchange offer | 300,000 | |||||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 100.00% | |||||
Eliminations | ||||||
Assets | ||||||
Net investment in direct finance leases | -8,961 | -10,211 | ||||
Affiliate and intercompany receivable | -8 | -171 | ||||
Intercompany interest receivable | -12,467 | -12,467 | ||||
Intercompany note receivable | -300,000 | -300,000 | ||||
Investment in subsidiary | -535,040 | -526,788 | ||||
Total assets | -856,476 | -849,637 | ||||
Liabilities and member's interest | ||||||
Intercompany payable | -8 | -171 | ||||
Intercompany note payable | -300,000 | -300,000 | ||||
Intercompany interest payable | -12,467 | -12,467 | ||||
Intercompany lease payable | -8,961 | -10,211 | ||||
Total liabilities | -321,436 | -322,849 | ||||
Total member's interest | -535,040 | -526,788 | ||||
Total liabilities and member's interest | -856,476 | -849,637 | ||||
Guarantor Subsidiaries | ||||||
Condensed Consolidating Balance Sheet | ||||||
Percentage ownership of subsidiaries | 100.00% | |||||
Issuer Parent | Reportable Legal Entities | ||||||
Assets | ||||||
Intercompany interest receivable | 12,467 | 12,467 | ||||
Intercompany note receivable | 300,000 | 300,000 | ||||
Investment in subsidiary | 530,398 | 523,658 | ||||
Total assets | 842,865 | 836,125 | ||||
Liabilities and member's interest | ||||||
Accounts payable, accrued expenses and other liabilities | 12,467 | 12,467 | ||||
Debt and capital lease obligations | 300,000 | 300,000 | ||||
Total liabilities | 312,467 | 312,467 | ||||
Total member's interest | 530,398 | 523,658 | ||||
Total liabilities and member's interest | 842,865 | 836,125 | ||||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Assets | ||||||
Cash and cash equivalents | 2,037 | 11,308 | 25,837 | 27,835 | ||
Accounts receivable, net | 134,765 | 112,550 | ||||
Net investment in direct finance leases | 25,176 | 35,237 | ||||
Leasing equipment, net of accumulated depreciation | 1,424,112 | 1,380,685 | ||||
Goodwill | 251,907 | 251,907 | ||||
Affiliate and intercompany receivable | 704 | 1,994 | ||||
Investment in subsidiary | 4,642 | 3,130 | ||||
Other assets | 40,966 | 43,073 | ||||
Total assets | 1,884,309 | 1,839,884 | ||||
Liabilities and member's interest | ||||||
Accounts payable, accrued expenses and other liabilities | 76,705 | 42,027 | ||||
Intercompany payable | 8 | |||||
Intercompany note payable | 300,000 | 300,000 | ||||
Intercompany interest payable | 12,467 | 12,467 | ||||
Deferred income taxes, net | 100,509 | 97,595 | ||||
Debt and capital lease obligations | 864,222 | 864,137 | ||||
Total liabilities | 1,353,911 | 1,316,226 | ||||
Total member's interest | 530,398 | 523,658 | ||||
Total liabilities and member's interest | 1,884,309 | 1,839,884 | ||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Assets | ||||||
Cash and cash equivalents | 2,219 | 535 | 719 | 1,170 | ||
Accounts receivable, net | 311 | 588 | ||||
Leasing equipment, net of accumulated depreciation | 12,797 | 13,403 | ||||
Affiliate and intercompany receivable | 8 | |||||
Other assets | 284 | 1,012 | ||||
Total assets | 15,619 | 15,538 | ||||
Liabilities and member's interest | ||||||
Accounts payable, accrued expenses and other liabilities | 58 | 290 | ||||
Intercompany payable | 171 | |||||
Intercompany lease payable | 8,961 | 10,211 | ||||
Deferred income taxes, net | 1,958 | 1,736 | ||||
Total liabilities | 10,977 | 12,408 | ||||
Total member's interest | 4,642 | 3,130 | ||||
Total liabilities and member's interest | 15,619 | $15,538 |
Guarantor_Financial_Informatio3
Guarantor Financial Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Consolidating Statements of Operations and Comprehensive Income | ||||
Total Revenue | $626,988 | $515,244 | $414,593 | |
Direct operating expenses | 333,135 | 289,767 | 214,125 | |
Selling, general and administrative expenses | 84,346 | 58,031 | 46,038 | |
Depreciation expense | 72,114 | 71,791 | 66,052 | |
Provision for doubtful accounts | 14,007 | 11,369 | 4,137 | |
Impairment of leasing equipment | 5,855 | 5,857 | 6,506 | |
Early retirement of leasing equipment | 37,766 | 37,766 | ||
Loss on modification and extinguishment of debt and capital lease obligations | 315 | 904 | 8,850 | |
Interest expense | 86,837 | 91,085 | 75,102 | |
Interest income | -61 | -287 | -143 | |
Other (income) expense, net | -925 | -2,074 | -809 | |
Total expenses | 633,389 | 526,443 | 419,858 | |
(Loss) income before provision (benefit) for income taxes | -6,401 | -11,199 | -5,265 | |
Benefit for income taxes | -3,445 | 18,154 | -2,175 | |
Net (loss) income | -2,956 | -29,353 | -3,090 | |
Unrealized loss on derivative instruments, net of tax | -899 | 2,020 | -6,772 | |
Derivative loss reclassified into earnings, net of tax | 11,025 | 12,204 | 6,261 | |
Foreign currency translation loss, net of tax | -395 | -596 | 158 | |
Total other comprehensive income (loss), net of tax | 9,731 | 13,628 | -353 | |
Total comprehensive income (loss) | 6,775 | -15,725 | -3,443 | |
Consolidated Statements of Comprehensive Income (Parenthetical) | ||||
Unrealized gain (loss) on derivative instruments, tax | 585 | -1,313 | 4,462 | |
Derivative loss reclassified into earnings, tax | -7,265 | -7,774 | -4,757 | |
Foreign currency translation (loss) gain, tax | 364 | 398 | -195 | |
Eliminations | ||||
Condensed Consolidating Statements of Operations and Comprehensive Income | ||||
Total Revenue | -276 | -314 | -311 | |
Interest expense | -33,276 | -33,321 | -13,331 | |
Interest income | 33,000 | 33,007 | 13,019 | |
Non-cash settlement of intercompany obligation | 6,367 | |||
Equity in earnings of subsidiary | -1,444 | -28,740 | -1,967 | |
Total expenses | -1,720 | -29,054 | 4,088 | |
(Loss) income before provision (benefit) for income taxes | 1,444 | 28,740 | -4,399 | |
Net (loss) income | 1,444 | 28,740 | -4,399 | |
Total comprehensive income (loss) | 1,444 | 28,740 | -4,399 | |
Issuer Parent | Reportable Legal Entities | ||||
Condensed Consolidating Statements of Operations and Comprehensive Income | ||||
Interest expense | 33,000 | 33,000 | 13,017 | |
Interest income | -33,000 | -33,000 | -13,017 | |
Equity in earnings of subsidiary | 2,956 | 29,353 | 3,090 | |
Total expenses | 2,956 | 29,353 | 3,090 | |
(Loss) income before provision (benefit) for income taxes | -2,956 | -29,353 | -3,090 | |
Net (loss) income | -2,956 | -29,353 | -3,090 | |
Total comprehensive income (loss) | -2,956 | -29,353 | -3,090 | |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Consolidating Statements of Operations and Comprehensive Income | ||||
Total Revenue | 624,059 | 512,351 | 412,181 | |
Direct operating expenses | 333,095 | 289,726 | 214,085 | |
Selling, general and administrative expenses | 83,788 | 57,303 | 45,498 | |
Depreciation expense | 71,518 | 71,120 | 65,441 | |
Provision for doubtful accounts | 14,007 | 11,369 | 4,137 | |
Impairment of leasing equipment | 5,855 | 5,857 | 6,506 | |
Early retirement of leasing equipment | 37,766 | |||
Loss on modification and extinguishment of debt and capital lease obligations | 315 | 904 | 8,850 | |
Interest expense | 86,836 | 91,083 | 75,101 | |
Interest income | -61 | -294 | -145 | |
Non-cash settlement of intercompany obligation | -6,367 | |||
Equity in earnings of subsidiary | -1,512 | -613 | -1,123 | |
Other (income) expense, net | -925 | -2,069 | -309 | |
Total expenses | 630,682 | 524,386 | 411,674 | |
(Loss) income before provision (benefit) for income taxes | -6,623 | -12,035 | 507 | |
Benefit for income taxes | -3,667 | 17,318 | -2,769 | |
Net (loss) income | -2,956 | -29,353 | 3,276 | |
Unrealized loss on derivative instruments, net of tax | -899 | 2,020 | -6,772 | |
Derivative loss reclassified into earnings, net of tax | 11,025 | 12,204 | 6,261 | |
Foreign currency translation loss, net of tax | -395 | -596 | 158 | |
Total other comprehensive income (loss), net of tax | 9,731 | 13,628 | -353 | |
Total comprehensive income (loss) | 6,775 | -15,725 | 2,923 | |
Consolidated Statements of Comprehensive Income (Parenthetical) | ||||
Foreign currency translation (loss) gain, tax | -195 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Consolidating Statements of Operations and Comprehensive Income | ||||
Total Revenue | 3,205 | 3,207 | 2,723 | |
Direct operating expenses | 40 | 41 | 40 | |
Selling, general and administrative expenses | 558 | 728 | 540 | |
Depreciation expense | 596 | 671 | 611 | |
Interest expense | 277 | 323 | 315 | |
Other (income) expense, net | -5 | -500 | ||
Total expenses | 1,471 | 1,758 | 1,006 | |
(Loss) income before provision (benefit) for income taxes | 1,734 | 1,449 | 1,717 | |
Benefit for income taxes | 222 | 836 | 594 | |
Net (loss) income | 1,512 | 613 | 1,123 | |
Total comprehensive income (loss) | $1,512 | $613 | $1,123 |
Guarantor_Financial_Informatio4
Guarantor Financial Information (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Consolidating Statement of Cash Flows | |||
Net cash (used in) provided by operating activities | $138,549 | $66,756 | ($8,271) |
Investing activities: | |||
Proceeds from sale of leasing equipment | 8,265 | 7,066 | 2,689 |
Collections on net investment in direct finance leases, net of interest earned | 4,622 | 5,706 | 7,836 |
Purchase of leasing equipment | -149,376 | -141,113 | -102,989 |
Purchase of fixed assets | -4,999 | -4,225 | -588 |
Net cash used in investing activities | -141,488 | -132,566 | -93,052 |
Financing activities: | |||
Proceeds from debt | 148,000 | 142,000 | 932,397 |
Repayments of long-term debt | -148,292 | -87,290 | -800,738 |
Cash paid for debt issuance fees | -3,156 | -2,267 | -32,588 |
Capital contribution from member | 3,616 | ||
Investment in indirect parent | -3,616 | ||
Excess tax benefits - restricted shares | 73 | ||
Repurchase of indirect parent shares from employees | -858 | -820 | -307 |
Net cash (used in) provided by financing activities | -4,306 | 51,696 | 98,764 |
Effect of changes in exchange rates on cash and cash equivalents | -342 | -599 | 110 |
Net decrease in cash and cash equivalents | -7,587 | -14,713 | -2,449 |
Cash and cash equivalents, beginning of year | 11,843 | 26,556 | 29,005 |
Cash and cash equivalents, end of period | 4,256 | 11,843 | 26,556 |
Eliminations | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash (used in) provided by operating activities | 1,654 | 2,401 | -693 |
Investing activities: | |||
Collections on net investment in direct finance leases, net of interest earned | -1,654 | -2,401 | |
Disbursement related to intercompany note | 300,000 | ||
Net cash used in investing activities | -1,654 | -2,401 | 300,000 |
Financing activities: | |||
Proceeds from debt | -300,000 | ||
Dividend paid | 693 | ||
Net cash (used in) provided by financing activities | -299,307 | ||
Issuer Parent | Reportable Legal Entities | |||
Investing activities: | |||
Disbursement related to intercompany note | -300,000 | ||
Net cash used in investing activities | -300,000 | ||
Financing activities: | |||
Proceeds from debt | 300,000 | ||
Net cash (used in) provided by financing activities | 300,000 | ||
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash (used in) provided by operating activities | 135,211 | 64,539 | -7,820 |
Investing activities: | |||
Proceeds from sale of leasing equipment | 8,265 | 7,066 | 2,689 |
Collections on net investment in direct finance leases, net of interest earned | 6,276 | 8,107 | 7,836 |
Purchase of leasing equipment | -149,376 | -141,113 | -102,989 |
Purchase of fixed assets | -4,999 | -4,225 | -588 |
Net cash used in investing activities | -139,834 | -130,165 | -93,052 |
Financing activities: | |||
Proceeds from debt | 148,000 | 142,000 | 932,397 |
Repayments of long-term debt | -148,292 | -87,290 | -800,738 |
Cash paid for debt issuance fees | -3,156 | -2,267 | -32,588 |
Capital contribution from member | 3,616 | ||
Investment in indirect parent | -3,616 | ||
Excess tax benefits - restricted shares | 73 | ||
Repurchase of indirect parent shares from employees | -858 | -820 | -307 |
Net cash (used in) provided by financing activities | -4,306 | 51,696 | 98,764 |
Effect of changes in exchange rates on cash and cash equivalents | -342 | -599 | 110 |
Net decrease in cash and cash equivalents | -9,271 | -14,529 | -1,998 |
Cash and cash equivalents, beginning of year | 11,308 | 25,837 | 27,835 |
Cash and cash equivalents, end of period | 2,037 | 11,308 | 25,837 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash (used in) provided by operating activities | 1,684 | -184 | 242 |
Financing activities: | |||
Dividend paid | -693 | ||
Net cash (used in) provided by financing activities | -693 | ||
Net decrease in cash and cash equivalents | 1,684 | -184 | -451 |
Cash and cash equivalents, beginning of year | 535 | 719 | 1,170 |
Cash and cash equivalents, end of period | $2,219 | $535 | $719 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Jan. 19, 2015 | Feb. 28, 2015 |
item | ||
Disposals of Equipment Via Sale | ||
Subsequent events | ||
Number of units sold | 663 | |
Number of counterparties | 1 | |
Aggregate price of significant acquisition or disposal transactions | $5,636 | |
Capital lease obligations | ||
Subsequent events | ||
Aggregate price of purchase options exercised from maturing capital leases | $11,806 |
SCHEDULE_II_Valuation_and_Qual1
SCHEDULE II Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts | |||
Movement in valuation and qualifying accounts | |||
Beginning Balance | $12,475 | $7,325 | $4,640 |
Additions (Reversals) | 14,007 | 11,369 | 5,437 |
(Write-offs) Reversals | -7,445 | -6,214 | -2,760 |
Other | -7 | -5 | 8 |
Ending Balance | $19,030 | $12,475 | $7,325 |