Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Neff Corp | |
Entity Central Index Key | 1,617,667 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,476,190 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,951,625 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 225 | $ 207 | $ 589 | $ 190 |
Accounts receivable, net of allowance for doubtful accounts of $2,087 in 2015 and $2,125 in 2014 | 59,490 | 66,375 | ||
Inventories | 2,109 | 2,005 | ||
Rental equipment, net | 479,491 | 420,245 | ||
Property and equipment, net | 35,575 | 30,210 | ||
Prepaid expenses and other assets | 17,276 | 16,959 | ||
Goodwill | 58,765 | 58,765 | ||
Intangible assets, net | 15,957 | 16,600 | ||
Total assets | 668,888 | 611,366 | ||
Liabilities | ||||
Accounts payable | 21,370 | 27,389 | ||
Accrued expenses and other liabilities | 30,086 | 31,203 | ||
Revolving credit facility | 293,000 | 245,200 | ||
Second lien loan, net of original issue discount | 476,833 | 476,713 | ||
Payable pursuant to tax receivable agreement | 28,670 | 31,557 | ||
Deferred tax liability, net | 6,617 | 5,405 | ||
Total liabilities | 856,576 | 817,467 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (111,794) | (112,185) | ||
Retained earnings | 9,947 | 1,599 | ||
Total stockholders' deficit | (101,592) | (110,331) | ||
Non-controlling interest | (86,096) | (95,770) | ||
Total stockholders' deficit and non-controlling interest | (187,688) | (206,101) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 668,888 | 611,366 | ||
Common Class A | ||||
Stockholders' deficit | ||||
Common stock | 105 | 105 | ||
Common Class B | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Lien Category [Domain] - Long-term Debt, Type [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts | $ 2,087 | $ 2,125 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,476,190 | 10,476,190 |
Common stock, shares outstanding | 10,476,190 | 10,476,190 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 14,951,625 | 14,951,625 |
Common stock, shares outstanding | 14,951,625 | 14,951,625 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Rental revenues | $ 84,820 | $ 83,497 | $ 158,961 | $ 152,626 |
Equipment sales | 6,174 | 5,467 | 12,961 | 10,794 |
Parts and service | 3,233 | 3,398 | 6,391 | 6,675 |
Total revenues | 94,227 | 92,362 | 178,313 | 170,095 |
Cost of revenues | ||||
Cost of equipment sold | 4,058 | 2,981 | 8,390 | 6,119 |
Depreciation of rental equipment | 21,213 | 18,302 | 40,727 | 36,489 |
Cost of rental revenues | 19,511 | 19,308 | 37,370 | 37,624 |
Cost of parts and service | 1,807 | 2,051 | 3,570 | 4,094 |
Total cost of revenues | 46,589 | 42,642 | 90,057 | 84,326 |
Gross profit | 47,638 | 49,720 | 88,256 | 85,769 |
Other operating expenses | ||||
Selling, general and administrative expenses | 22,468 | 20,276 | 44,758 | 40,372 |
Other depreciation and amortization | 2,657 | 2,462 | 5,118 | 4,708 |
Transaction bonus | 0 | 24,506 | 0 | 24,506 |
Total other operating expenses | 25,125 | 47,244 | 49,876 | 69,586 |
Income from operations | 22,513 | 2,476 | 38,380 | 16,183 |
Other (income) expenses | ||||
Interest expense | 10,753 | 8,316 | 21,267 | 15,119 |
Adjustment to tax receivable agreement | (3,408) | 0 | (2,887) | 0 |
Loss on extinguishment of debt | 0 | (15,896) | 0 | (15,896) |
Gain on interest rate swap | (1,007) | 0 | (119) | 0 |
Amortization of debt issue costs | 381 | 1,012 | 752 | 2,339 |
Total other (income) expenses | 6,719 | 25,224 | 19,013 | 33,354 |
Income (loss) before income taxes | 15,794 | (22,748) | 19,367 | (17,171) |
Provision for income taxes | (1,100) | (119) | (1,345) | (238) |
Net income (loss) | 14,694 | (22,867) | 18,022 | (17,409) |
Less: net income (loss) attributable to non-controlling interest | 7,275 | (22,867) | 9,674 | (17,409) |
Net income attributable to Neff Corporation | $ 7,419 | $ 0 | $ 8,348 | $ 0 |
Common Class A | ||||
Net income attributable to Neff Corporation per share of Class A common stock (in dollars per share) | ||||
Basic | $ 0.71 | $ 0.80 | ||
Diluted | $ 0.62 | $ 0.69 | ||
Weighted average shares of Class A common stock outstanding (in shares) | ||||
Basic | 10,482 | 10,479 | ||
Diluted | 12,036 | 12,033 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND NON-CONTROLLING INTEREST - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest |
Beginning balance at Dec. 31, 2014 | $ (206,101) | $ 105 | $ 150 | $ (112,185) | $ 1,599 | $ (95,770) | ||
Beginning balance (in shares) at Dec. 31, 2014 | 10,476,190 | 14,951,625 | 10,476,000 | 14,952,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Payment of costs directly associated with the issuance of Class A common stock | (283) | (283) | ||||||
Equity-based compensation | 674 | 674 | 0 | |||||
Net income (loss) | 18,022 | 8,348 | ||||||
Net income attributable to non-controlling interest | 9,674 | |||||||
Ending balance at Jun. 30, 2015 | $ (187,688) | $ 105 | $ 150 | $ (111,794) | $ 9,947 | $ (86,096) | ||
Ending balance (in shares) at Jun. 30, 2015 | 10,476,190 | 14,951,625 | 10,476,000 | 14,952,000 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 18,022 | $ (17,409) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 45,202 | 40,444 |
Amortization of debt issue costs | 752 | 2,339 |
Amortization of intangible assets | 643 | 753 |
Amortization of original issue discount on second lien loan | 120 | 17 |
Gain on sale of equipment | (4,571) | (4,675) |
Provision for bad debt | 825 | 1,371 |
Equity-based compensation | 674 | 528 |
Deferred income taxes | 1,212 | 0 |
Adjustment to tax receivable agreement | (2,887) | 0 |
Unrealized gain on interest rate swap | (218) | 0 |
Loss on extinguishment of debt | 0 | (15,896) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,060 | (1,096) |
Inventories, prepaid expenses and other assets | (955) | (2,061) |
Accounts payable | (2,271) | (1,690) |
Accrued expenses and other liabilities | (1,905) | 1,150 |
Net cash provided by operating activities | 60,703 | 35,567 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | (111,095) | (105,938) |
Proceeds from sale of equipment | 12,961 | 10,794 |
Purchases of property and equipment | (10,068) | (11,020) |
Net cash used in investing activities | (108,202) | (106,164) |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | (53,111) | (436,939) |
Borrowings under revolving credit facility | 100,911 | 481,912 |
Proceeds from second lien loan, net | 0 | 572,125 |
Distribution to members | 0 | 329,885 |
Repayments of senior secured notes | 0 | 200,000 |
Call premiums | 0 | 7,218 |
Debt issue costs | 0 | (8,999) |
Payment of costs directly associated with the issuance of Class A common stock | (283) | 0 |
Net cash provided by financing activities | 47,517 | 70,996 |
Net increase in cash and cash equivalents | 18 | 399 |
Cash and cash equivalents, beginning of period | 207 | 190 |
Cash and cash equivalents, end of period | $ 225 | $ 589 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Neff Corporation was formed as a Delaware corporation on August 18, 2014. On November 26, 2014, Neff Corporation completed an initial public offering (the "IPO") of 10,476,190 shares of Class A common stock at a public offering price of $15.00 per share. A portion of the gross proceeds received by Neff Corporation from the IPO were used to purchase common membership units ("Common Units") in Neff Holdings LLC, ("Neff Holdings") which was wholly owned by private investment funds managed by Wayzata Investment Partners ("Wayzata") prior to the IPO. We refer to these transactions as the “Organizational Transactions.” Neff Corporation's only business is to act as the sole managing member of Neff Holdings. As a result, Neff Corporation consolidates Neff Holdings for all periods presented. Neff Corporation and its consolidated subsidiaries, including Neff Holdings, Neff LLC and Neff Rental LLC, are referred to as "the Company." The Company owns and operates equipment rental locations in the United States. The Company also sells used equipment, parts and merchandise and provides ongoing repair and maintenance services. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”) and the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements are presented on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s balance sheets as of June 30, 2015 and December 31, 2014, the results of its operations for the three and six months ended June 30, 2015 and 2014, the cash flows for the six months ended June 30, 2015 and 2014, and changes in its stockholders’ deficit and non-controlling interest for the six months ended June 30, 2015 . Interim results may not be indicative of full year performance. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Unaudited Condensed Consolidated Financial Statements • Balance Sheets - The assets, liabilities and equity of Neff Corporation and Neff Holdings have been consolidated and carried forward at historical values; • Statements of Operations - The consolidated statements of operations include the historical consolidated statements of operations of Neff Holdings consolidated with the statement of operations of Neff Corporation; • Statement of Stockholders' Deficit and Non-Controlling Interest - Following the IPO, Wayzata retained a portion of its economic interest in Neff Holdings directly through the ownership of Neff Holdings Common Units and these interests are included within the non-controlling interest subsequent to the IPO; and • Statements of Cash Flows - The statements of cash flows include the historical consolidated statements of cash flows of Neff Holdings consolidated with the statement of cash flows of Neff Corporation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company considers NOTE 2—BASIS OF PRESENTATION (Continued) critical accounting estimates to be those that require more significant judgments in the preparation of the unaudited condensed consolidated financial statements including those related to depreciation, bad debts, income taxes, self-insurance reserves, goodwill and intangible assets, derivative financial instruments, contingencies and amounts payable pursuant to the tax receivable agreement ("Tax Receivable Agreement") (Note 3). Management relies on historical experience and other assumptions, believed to be reasonable under the circumstances, in making its judgments and estimates. Actual results could differ from those judgments and estimates. Goodwill and Intangible Assets Goodwill and trademarks and tradenames are reviewed at least annually (October 1 annual test date) for impairment. The customer list is amortized over its useful life (see Note 5). The Company expenses costs to renew or extend the term of its recognized intangible assets. Segment Reporting The Company's operations consist of the rental and sale of equipment, and parts and services in five regions in the United States: Florida, Atlantic, Central, Southeastern and Western. The five regions are the Company's operating segments and are aggregated into one reportable segment. The Company operates in the United States and had minimal international sales for each of the periods presented. Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) in any of the periods presented. Recently Issued Accounting Pronouncements Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from adopting new or revised accounting standards and, therefore, will not be subject to new or revised accounting standards until such time as those standards apply to private companies. There were no significant new accounting pronouncements that the Company adopted during the six months ended June 30, 2015 . In April 2015, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03 Interest-Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03") which provides guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability and amortization of debt issuance costs will be reported as interest expense. This guidance is effective for private companies for fiscal years after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016, and requires application on a retrospective basis. The Company expects to adopt this guidance when effective for private companies, and does not expect this guidance to have a material impact on its financial statements, although it will change the financial statement classification of debt issuance costs. As of June 30, 2015 , $9.7 million of debt issuance costs were included in total assets in the Company's unaudited condensed consolidated balance sheet. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NON-CONTROLLING INTEREST Following the IPO, Neff Corporation became Neff Holdings sole managing member. As a result, Neff Corporation operates and controls all of the business and affairs of Neff Holdings while owning a 41.2% minority economic interest in Neff Holdings. Therefore, on November 26, 2014, Neff Corporation began to consolidate the financial results of Neff Holdings and its subsidiaries and to record a non-controlling interest for the remaining 58.8% economic interest in Neff Holdings held by Wayzata. On a stand alone basis, Neff Corporation's only sources of cash flow from operations are distributions from Neff Holdings. Net income attributable to the non-controlling interest on the unaudited condensed consolidated statements of operations represents the portion of earnings attributable to the economic interest in Neff Holdings held by the non-controlling unitholders. The non-controlling interest on the unaudited condensed consolidated balance sheets represents the carryover basis of Wayzata's capital account in Neff Holdings. Non-controlling interest NOTE 3—NON-CONTROLLING INTEREST (Continued) is adjusted to reflect the distributions to and income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of June 30, 2015 and December 31, 2014 14,951,625 10,476,190 25,427,815 58.8 % 41.2 % 100.0 % The following table summarizes the activity in non-controlling interest from December 31, 2014 to June 30, 2015 (in thousands): Balance of non-controlling interest as of December 31, 2014 $ (95,770 ) Net income attributable to non-controlling interest 9,674 Balance of non-controlling interest as of June 30, 2015 $ (86,096 ) Distributions for Taxes As a limited liability company (treated as a partnership for income tax purposes), Neff Holdings does not incur significant federal or state and local income taxes, as these taxes are primarily the obligations of the members of Neff Holdings. As authorized by the Neff Holdings LLC agreement, Neff Holdings is required to distribute cash, generally, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of Neff Holdings earnings. Payable Pursuant to the Tax Receivable Agreement As of June 30, 2015 , the Company recorded a liability of $28.7 million , representing the estimated payments due to Wayzata and certain members of management of Neff Holdings and certain non-executive members of its board of managers (collectively, our "Prior LLC Owners") under the Tax Receivable Agreement with our Prior LLC Owners as a result of the special allocation of depreciation and amortization deductions in excess of our pro rata share of such items. The liability as of June 30, 2015 decreased by $2.9 million from December 31, 2014, due to the Tax Receivable Agreement Amendment (see below) and changes in estimated future payments as a result of the tax benefit Neff Corporation will obtain as a result of the special allocation of gain, to Wayzata, resulting from the sale of equipment that existed at the date of the IPO, in accordance with Section 704(c) of the Internal Revenue Code. The Company expects these changes from the special allocation of gain will likely occur quarterly. On June 2, 2015, the Company, Wayzata and the Prior LLC Owners entered into an amendment to the Tax Receivable Agreement (the "Tax Receivable Agreement Amendment"), dated as of May 27, 2015. The Tax Receivable Agreement Amendment amended the Tax Receivable Agreement to eliminate any benefit to the Wayzata and the Prior LLC Owners relating to tax adjustments arising from state, local or foreign taxes in order to relieve the substantial burden on the Company to calculate such benefit. No amounts were paid pursuant to the terms of the Tax Receivable Agreement during the three and six months ended June 30, 2015 . Payments are anticipated to be made under the Tax Receivable Agreement, when Neff Corporation utilizes a benefit, with the first potential payment becoming due on the original due date of Neff Corporation's federal income tax return. The payments are to be made in accordance with the terms of the Tax Receivable Agreement. The timing of the payments is subject to certain contingencies including Neff Corporation having sufficient taxable income to utilize the tax benefits defined in the Tax Receivable Agreement. NOTE 3—NON-CONTROLLING INTEREST (Continued) Obligations pursuant to the Tax Receivable Agreement are obligations of Neff Corporation and are not obligations of Neff Holdings. They do not impact the non-controlling interest. These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. In general, items of income, gain, loss and deduction are allocated on the basis of members' respective ownership interests pursuant to the Neff Holdings LLC agreement after taking into consideration all relevant sections of the Internal Revenue Code. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, including vested restricted stock units ("RSUs"). Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the dilutive effect of potential common shares outstanding during the period. For RSUs with performance-based vesting, no common equivalent shares are included in the computation of diluted earnings per share until the related performance criteria have been met. During the quarter ended June 30, 2015, 18 thousand RSUs vested, and were included in the computation of basic earnings per share. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): For the Three Months Ended June 30, 2015 For the Six Months Ended June 30, 2015 Numerator: Net income attributable to Neff Corporation $ 7,419 $ 8,348 Denominator for basic net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,482 10,479 Denominator for diluted net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,482 10,479 Add dilutive effect of the following: Neff Holdings options (redeemable for cash or Class A common stock) 1,265 1,265 Neff Corporation stock options 289 289 Weighted average shares of Class A common stock outstanding, diluted 12,036 12,033 Earnings per share of Class A common stock: Net income attributable to Neff Corporation per share of Class A common stock, basic $ 0.71 $ 0.80 Net income attributable to Neff Corporation per share of Class A common stock, diluted $ 0.62 $ 0.69 The shares of Class B common stock outstanding do not participate in the earnings of Neff Corporation and are therefore not participating securities. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | —INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of June 30, 2015 and December 31, 2014 , consisted of the following (in thousands, except as noted): June 30, 2015 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (8,884 ) 5,103 Total intangible assets $ 24,841 $ (8,884 ) $ 15,957 December 31, 2014 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (8,241 ) 5,746 Total intangible assets $ 24,841 $ (8,241 ) $ 16,600 The customer list is amortized on an accelerated basis, based on estimated cash flows over the useful life of the customer list. Accumulated amortization and expected future annual amortization expense are as follows (in thousands): Accumulated amortization at June 30, 2015 $ 8,884 Estimated amortization expense for: Remainder of 2015 643 2016 1,070 2017 877 2018 719 2019 589 2020 through 2022 1,205 Total $ 13,987 Amortization expense related to the customer list was $0.3 million and $0.4 million for the three months ended June 30, 2015 and 2014, respectively. Amortization expense related to the customer list was $0.6 million and $0.8 million for the six months ended June 30, 2015 and 2014, respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands, except percent data): June 30, 2015 December 31, 2014 Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.5% to LIBOR plus up to 2.5% (2.5% at June 30, 2015) $ 293,000 $ 245,200 Second Lien Loan with interest of LIBOR plus 6.25%, with 1.0% LIBOR floor, net of unamortized discount of $2,167 (7.25% at June 30, 2015) 476,833 476,713 Total indebtedness $ 769,833 $ 721,913 On October 1, 2010, Neff Rental LLC and Neff LLC (subsidiaries of Neff Holdings) entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) as co-borrowers. The obligations under the Revolving Credit Facility are guaranteed by Neff Holdings. The Revolving Credit Facility is secured by a first priority security interest in substantially all of the Company’s assets. Interest on any base rate loans under the Revolving Credit Facility is due quarterly and interest on any LIBOR rate loans under the Revolving Credit Facility is due at three month intervals or, if shorter, at the end of the selected LIBOR period. Availability under the Revolving Credit Facility is subject to a borrowing base formula consisting of eligible accounts receivable and eligible rental fleet. In May 2011, Neff Rental LLC and Neff Rental Finance Corp. (subsidiary of Neff Holdings), as co-issuers, completed a private offering of $200.0 million aggregate principal amount of 9.625% Senior Secured Notes (the “Senior Secured Notes”). The terms of the Senior Secured Notes were governed by an indenture. The obligations under the Senior Secured Notes were guaranteed by Neff Holdings and Neff LLC and were secured by a second priority security interest in substantially all of the Company’s assets. Interest on the Senior Secured Notes was payable in cash semi-annually in arrears on May 15 and November 15 of each year. The Senior Secured Notes maturity date was May 15, 2016. The Senior Secured Notes were repaid in full on June 9, 2014. Following the repayment of the Senior Secured Notes, Neff Rental Finance Corp. was dissolved on July 18, 2014. On March 12, 2012, the Revolving Credit Facility was amended (the “March 2012 Amendment”). The March 2012 Amendment increased total borrowing capacity to $200.0 million , provided for a mechanism whereby the Company could request (but the lenders under the Revolving Credit Facility have no obligation to provide) up to $100.0 million of incremental revolving loan commitments under the Revolving Credit Facility, reduced applicable margins applicable to loans and other credit extensions, extended the maturity to the earlier of March 12, 2016 and ninety days prior to the maturity date of the Senior Secured Notes and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants. On October 25, 2012, the Revolving Credit Facility was amended (the “October 2012 Amendment”). The October 2012 Amendment increased total maximum borrowing capacity from $200.0 million to $225.0 million . On November 20, 2013, the Revolving Credit Facility was amended and restated (the “2013 Amendment and Restatement”). Among other things, the 2013 Amendment and Restatement increased total maximum borrowing capacity from $225.0 million to $375.0 million and permitted the payment of a $110.0 million cash distribution to the members of Neff Holdings (the “2013 Distribution”), extended the maturity to the earlier of November 20, 2018 and ninety days prior to the maturity date of the Senior Secured Notes and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants and covenants relating to appraisals and field audits. Following the repayment of the Senior Secured Notes, the maturity date of the Revolving Credit Facility is November 20, 2018. On June 9, 2014, Neff Rental LLC entered into a second lien credit agreement (the “Second Lien Credit Agreement”) as borrower. Under the terms of the Second Lien Credit Agreement, Neff Rental LLC borrowed $575.0 million of second lien term loans (the “Second Lien Loan”). The obligations under the Second Lien Credit Agreement are guaranteed by Neff Holdings and Neff LLC and are secured by a second priority security interest in substantially all of the Company’s assets. The Second Lien Loan included a $2.9 million original issue discount that is being amortized as interest expense over the term of the Second Lien Loan. The Second Lien Loan has a maturity date of June 9, 2021. NOTE 6—DEBT (Continued) The Company used the net proceeds from the Second Lien Loan to redeem the outstanding Senior Secured Notes, to pay a $329.9 million cash distribution to the members of Neff Holdings (the “June 2014 Distribution”), to pay incentive bonuses earned in connection with consummation of the refinancing to management and certain members of the Company’s board of managers (the “Transaction Bonus”) and to pay fees and expenses. As a result of the repayment of the Senior Secured Notes, the Company recorded a loss on extinguishment of debt of $15.9 million (including $8.7 million of unamortized debt issue costs and $7.2 million for call premiums). On June 9, 2014, in connection with entering into the Second Lien Credit Agreement and repayment of the Senior Secured Notes, the Revolving Credit Facility was further amended (the “June 2014 Amendment”). Among other things, the June 2014 Amendment increased total maximum borrowing capacity from $375.0 million to $425.0 million , permitted the payment of the June 2014 Distribution, permitted the payment of the Transaction Bonus, permitted the repayment of the Senior Secured Notes and modified the consolidated total leverage ratio covenant. On October 14, 2014, the Revolving Credit Facility and Second Lien Loan were amended in anticipation of and conditional upon completion of the IPO (the "October 2014 Amendments"). The October 2014 Amendments, among other things, reflected the changes in the Company's structure as a result of the Organization Transactions and the IPO. The Company also prepaid $96.0 million of the principal amount of the Second Lien Loan with the net proceeds from the IPO. Accumulated amortization at June 30, 2015 for debt issue costs was $3.6 million and $0.6 million for the Revolving Credit Facility and Second Lien Loan, respectively. Accumulated amortization at December 31, 2014 for debt issue costs was $3.2 million and $0.3 million for the Revolving Credit Facility and Second Lien Loan, respectively. The Revolving Credit Facility and Second Lien Credit Agreement contain various affirmative, negative and financial reporting covenants. The covenants, among other things, place restrictions on the Company’s ability to acquire and sell assets, incur additional indebtedness and prepay other indebtedness other than the Revolving Credit Facility. The Company is subject to certain financial covenants under its Revolving Credit Facility if availability declines below $42.5 million . The Company was in compliance with all financial covenants under the Revolving Credit Facility and the Second Lien Credit Agreement as of June 30, 2015 . The Company had $3.7 million and $4.5 million in outstanding letters of credit at June 30, 2015 and December 31, 2014 , respectively, that were primarily associated with its insurance coverage. As of June 30, 2015 , total availability under the Revolving Credit Facility was $128.2 million . |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY—BASED COMPENSATION On November 7, 2014, the Company's Board of Directors adopted the Neff Corporation 2014 Incentive Award Plan (the "2014 Incentive Plan"). The 2014 Incentive Plan became effective on November 7, 2014 and provides for the grant of options, restricted stock awards, performance awards, dividend equivalent awards, deferred stock awards, deferred stock unit awards, stock payment awards or stock appreciation rights to employees, consultants and directors of the Company. For the three months ended June 30, 2015 and 2014, the Company recognized equity-based compensation expense of $0.3 million and $0.3 million , respectively. For the six months ended June 30, 2015 and 2014, the Company recognized equity-based compensation expense of $0.7 million and $0.5 million , respectively. Each option for Common Units of Neff Holdings can be redeemed for, at Neff Corporation's option, newly issued shares of Neff Corporation's Class A common stock on a 1 -for-1 basis or for a cash payment equal to the market price of one share of Neff Corporation's Class A common stock. NOTE 7—EQUITY—BASED COMPENSATION (Continued) The following table summarizes equity-based compensation activity for the six months ended June 30, 2015 (in thousands): Neff Corporation Neff Holdings RSUs Options Options Balance as of January 1, 2015 85 270 1,265 Granted 4 19 — Exercised — — — Forfeited — — — Balance as of June 30, 2015 89 289 1,265 Vested 18 — 1,261 Unvested 71 289 4 Total 89 289 1,265 At June 30, 2015 , there were 1.1 million additional shares available for the Company to grant under the 2014 Incentive Plan. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS On March 24, 2015, the Company entered into an interest rate swap ("Interest Rate Swap"), effectively converting a portion of its variable rate debt into fixed rate debt. The Interest Rate Swap is not accounted for as a hedge and changes in fair value are included directly in the unaudited condensed consolidated statement of operations. The Company adjusts the accrued swap asset or liability by the amount of the monthly net settlement as settlements are made. Under the terms of the Interest Rate Swap, a monthly net settlement is made on approximately the 8th of each month for the difference between the fixed rate (see fixed rate schedule) and the variable rate based upon the one month LIBOR rate on the notional amount of the Interest Rate Swap. The Interest Rate Swap has a notional amount of $200.0 million through April 8, 2020. The fixed rate follows the schedule below: April 8, 2015 to April 7, 2016 0.4726 % April 8, 2016 to April 9, 2017 1.1570 % April 10, 2017 to April 8, 2018 1.6810 % April 9, 2018 to April 7, 2019 1.9610 % April 8, 2019 to April 8, 2020 2.1430 % The Company's transactions in derivative financial instruments are authorized and executed pursuant to its regularly reviewed policies and procedures, which prohibit the use of derivative financial instruments for trading or speculative purposes. For the three months ended June 30, 2015 , the Company recognized a gain on the Interest Rate Swap of $1.0 million which consisted of $1.1 million of unrealized gains related to the change in fair value of the Interest Rate Swap and a $0.1 million realized loss for the settlement payments made. The Company did not record a gain or loss on the Interest Rate Swap for the three months ended June 30, 2014 . For the six months ended June 30, 2015 , the Company recognized a gain on the Interest Rate Swap of $0.1 million which consisted of $0.2 million of unrealized gains related to the change in fair value of the Interest Rate Swap and a $0.1 million realized loss for the settlement payments made. The Company did not record a gain or loss on the Interest Rate Swap for the six months ended June 30, 2014 . NOTE 8—DERIVATIVE FINANCIAL INSTRUMENTS (Continued) The following tables provide details regarding the Company's derivative financial instruments (in thousands): For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Gain Recognized in Earnings (a) Gain Recognized in Earnings Gain Recognized in Earnings (a) Gain Recognized in Earnings Interest Rate Swap 1,007 — $ 119 $ — June 30, 2015 December 31, 2014 Fair Value of Derivative (b) Fair Value of Derivative Interest Rate Swap (Note 11) $ 218 $ — (a) Classified in Other (income) expenses—Gain on interest rate swap (b) Classified in Assets—Prepaid expenses other assets |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Neff Corporation is required to file federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to date has consisted primarily of its share of Neff Holdings pre-tax income. Neff Holdings is a limited liability company that is treated as a partnership for federal and state income tax purposes. Neff Holdings is not subject to income taxes for federal and state purposes. Rather, taxable income or loss is included in the respective federal and state income tax returns of Neff Holdings members. The components of provision for income taxes included in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands): For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Current expense Federal $ — $ — $ — $ — State and local 68 119 133 238 Total current expense $ 68 $ 119 $ 133 238 Deferred expense Federal $ 1,371 $ — $ 1,256 $ — State and local (339 ) — (44 ) — Total deferred expense 1,032 — 1,212 — Total $ 1,100 $ 119 $ 1,345 $ 238 NOTE 9—INCOME TAXES (Continued) The following table summarizes the differences between the statutory federal income tax rate and the Company’s effective income tax rate (percent data): For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % 35.0 % Increase (decrease) in tax rate resulting from: State and local income taxes net of federal benefit (1.2 ) — 0.2 — Uncertain tax positions — (0.5 ) 0.1 (1.4 ) Permanent book/tax differences (10.0 ) — (10.7 ) — Change in tax rate — — 0.1 — Non-controlling interest (16.7 ) (35.0 ) (17.5 ) (35.0 ) Other 0.1 — (0.2 ) — Effective tax rate 7.2 % (0.5 )% 7.0 % (1.4 )% The following table summarizes the tax effects comprising the Company’s net deferred tax assets and liabilities (in thousands): June 30, 2015 December 31, 2014 Deferred Tax Assets Net operating loss carryforwards $ 8,644 $ 2,535 Bad debt expense 329 336 Accrued liabilities 334 902 Equity-based compensation 203 139 Gain on interest rate swap (34 ) — Insurance/parts reserves 553 543 Straight-line rent adjustment 99 100 Uncertain tax positions 108 104 Subtotal 10,236 4,659 Less: valuation allowance — — Total deferred tax assets $ 10,236 $ 4,659 Deferred Tax Liabilities Intangible assets $ (3,151 ) $ (2,841 ) Deferred debt costs (295 ) (230 ) Depreciation (13,407 ) (6,993 ) Total deferred tax liability $ (16,853 ) $ (10,064 ) Deferred Tax Liability, net $ (6,617 ) $ (5,405 ) Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s unaudited condensed consolidated statements of operations. Based on management’s assessment of the available positive and negative evidence, including future reversal of taxable temporary differences, we believe it is more likely than not that the deferred tax assets will be realized. On October 1, 2010, Neff Holdings purchased substantially all of the assets of Neff Holdings Corp. and certain of its affiliates (collectively, the "Predecessor") in connection with the Predecessor's bankruptcy cases under chapter 11 of title 11 of the United States Code (the "Acquisition"). NOTE 9—INCOME TAXES (Continued) In connection with the Acquisition uncertain tax liabilities were assumed by Neff Holdings and are recorded in the Company's accrued expenses as of June 30, 2015 and December 31, 2014. As a taxable entity, the Company recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. At June 30, 2015 and December 31, 2014, the amount of uncertain tax positions recorded in accrued expenses was approximately $0.4 million . The Company's practice is to recognize interest and penalties on uncertain tax positions in income tax expense. The Company recognized accrued interest and penalties of $0.3 million as of June 30, 2015 and December 31, 2014. The Company expects to reverse $0.4 million in uncertain tax positions and $0.3 million in interest and penalties during the third quarter of 2015. |
SUPPLEMENTAL DISCLOSURE OF CASH
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 (in thousands) Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 21,325 $ 14,893 Cash paid for interest rate swap settlements 99 — Non-cash investing activities: Purchases of rental equipment included in accounts payable and other accrued liabilities at period end $ 22,017 $ 24,947 |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES The carrying amounts for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to their immediate to short-term maturity. The fair value of the Revolving Credit Facility and the Second Lien Loan approximates its carrying value as of June 30, 2015 and December 31, 2014 , as variable interest rates approximate market rates. The Company used the following methods to measure the fair value of certain assets and liabilities: Interest Rate Swap. The Interest Rate Swap is valued utilizing pricing models taking into account inputs such as interest rates and notional amounts. The FASB has established a framework for measuring fair value and requires that assets and liabilities measured at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The following table provides fair value measurement information of the Company's financial asset measured on a recurring basis as of June 30, 2015 (in thousands): Fair Value Measurements Using: Quoted Prices in Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Interest Rate Swap $ — $ 218 $ — The Company entered into the Interest Rate Swap on March 24, 2015. There were no transfers into or out of Level 1, 2 or 3 during the six months ended June 30, 2015 and 2014. |
SUPPLEMENTAL CONSOLIDATING STAT
SUPPLEMENTAL CONSOLIDATING STATEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL CONSOLIDATING STATEMENTS | NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total ASSETS Cash and cash equivalents $ 223 $ — $ — $ 2 $ — $ 225 Accounts receivable, net 59,490 — — — — 59,490 Inventories 2,109 — — — — 2,109 Rental equipment, net 479,491 — — — — 479,491 Property and equipment, net 35,575 — — — — 35,575 Prepaid expenses and other assets 17,276 — — — — 17,276 Goodwill 58,765 — — — — 58,765 Investment in subsidiary — 42,080 42,080 156,244 (240,404 ) — Intercompany 6,490 — — (6,490 ) — — Intangible assets, net 15,957 — — — — 15,957 Total assets $ 675,376 $ 42,080 $ 42,080 $ 149,756 $ (240,404 ) $ 668,888 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 21,370 $ — $ — $ — $ — $ 21,370 Accrued expenses and other liabilities 29,966 — — 120 — 30,086 Revolving credit facility 293,000 — — — — 293,000 Second lien loan, net 476,833 — — — — 476,833 Payable pursuant to tax receivable agreement — — — 28,670 — 28,670 Deferred tax liability, net — — — 6,617 — 6,617 Total liabilities 821,169 — — 35,407 — 856,576 Stockholders' deficit / members' deficit Class A Common Stock — — — 105 — 105 Class B Common Stock — — — 150 150 Additional paid-in capital — — — 34,349 (146,143 ) (111,794 ) Retained earnings — — — 9,947 — 9,947 Members' deficit (187,873 ) — — — 187,873 — Accumulated surplus 42,080 42,080 42,080 — (126,240 ) — Total stockholders' deficit / members' deficit (145,793 ) 42,080 42,080 44,551 (84,510 ) (101,592 ) Non-controlling interest — — — 69,798 (155,894 ) (86,096 ) Total stockholders' deficit / members' deficit and non-controlling interest (145,793 ) 42,080 42,080 114,349 (240,404 ) (187,688 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 675,376 $ 42,080 $ 42,080 $ 149,756 $ (240,404 ) $ 668,888 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2014 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total ASSETS Cash and cash equivalents $ 205 $ — $ — $ 2 $ — $ 207 Accounts receivable, net 66,375 — — — — 66,375 Inventories 2,005 — — — — 2,005 Rental equipment, net 420,245 — — — — 420,245 Property and equipment, net 30,210 — — — — 30,210 Prepaid expenses and other assets 16,959 — — — — 16,959 Goodwill 58,765 — — — — 58,765 Investment in subsidiary — 25,627 25,627 148,791 (200,045 ) — Intercompany 6,206 — — (6,206 ) — — Intangible assets, net 16,600 — — — — 16,600 Total assets $ 617,570 $ 25,627 $ 25,627 $ 142,587 $ (200,045 ) $ 611,366 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 27,389 $ — $ — $ — $ — $ 27,389 Accrued expenses and other liabilities 31,188 — — 15 — 31,203 Revolving credit facility 245,200 — — — — 245,200 Second lien loan, net 476,713 — — — — 476,713 Payable pursuant to tax receivable agreement — — — 31,557 — 31,557 Deferred tax liability, net — — — 5,405 — 5,405 Total liabilities 780,490 — — 36,977 — 817,467 Stockholders' deficit / members' deficit Class A Common Stock — — — 105 — 105 Class B Common Stock — — — 150 150 Additional paid-in capital — — — 33,958 (146,143 ) (112,185 ) Retained earnings — — — 1,599 — 1,599 Members' deficit (188,547 ) — — — 188,547 — Accumulated surplus 25,627 25,627 25,627 — (76,881 ) — Total stockholders' deficit / members' deficit (162,920 ) 25,627 25,627 35,812 (34,477 ) (110,331 ) Non-controlling interest — — — 69,798 (165,568 ) (95,770 ) Total stockholders' deficit / members' deficit and non-controlling interest (162,920 ) 25,627 25,627 105,610 (200,045 ) (206,101 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 617,570 $ 25,627 $ 25,627 $ 142,587 $ (200,045 ) $ 611,366 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total Revenues Rental revenues $ 84,820 $ — $ — $ — $ — $ 84,820 Equipment sales 6,174 — — — — 6,174 Parts and service 3,233 — — — — 3,233 Total revenues 94,227 — — — — 94,227 Cost of revenues Cost of equipment sold 4,058 — — — — 4,058 Depreciation of rental equipment 21,213 — — — — 21,213 Cost of rental revenues 19,511 — — — — 19,511 Cost of parts and service 1,807 — — — — 1,807 Total cost of revenues 46,589 — — — — 46,589 Gross profit 47,638 — — — — 47,638 Other operating expenses Selling, general and administrative expenses 22,468 — — — — 22,468 Other depreciation and amortization 2,657 — — — — 2,657 Total other operating expenses 25,125 — — — — 25,125 Income from operations 22,513 — — — — 22,513 Other (income) expenses Interest expense 10,753 — — — — 10,753 Adjustment to tax receivable agreement — — — (3,408 ) — (3,408 ) Gain on interest rate swap (1,007 ) — — — — (1,007 ) Amortization of debt issue costs 381 — — — — 381 Total other (income) expenses 10,127 — — (3,408 ) — 6,719 Income before income taxes 12,386 — — 3,408 — 15,794 Equity earnings in subsidiaries — 12,373 12,373 5,098 (29,844 ) — Provision for income taxes (13 ) — — (1,087 ) — (1,100 ) Net income 12,373 12,373 12,373 7,419 (29,844 ) 14,694 Less: net income attributable to non-controlling interest 7,275 7,275 7,275 — (14,550 ) 7,275 Net income attributable to Neff Corporation $ 5,098 $ 5,098 $ 5,098 $ 7,419 $ (15,294 ) $ 7,419 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total Revenues Rental revenues $ 158,961 $ — $ — $ — $ — $ 158,961 Equipment sales 12,961 — — — — 12,961 Parts and service 6,391 — — — — 6,391 Total revenues 178,313 — — — — 178,313 Cost of revenues Cost of equipment sold 8,390 — — — — 8,390 Depreciation of rental equipment 40,727 — — — — 40,727 Cost of rental revenues 37,370 — — — — 37,370 Cost of parts and service 3,570 — — — — 3,570 Total cost of revenues 90,057 — — — — 90,057 Gross profit 88,256 — — — — 88,256 Other operating expenses Selling, general and administrative expenses 44,758 — — — — 44,758 Other depreciation and amortization 5,118 — — — — 5,118 Total other operating expenses 49,876 — — — — 49,876 Income from operations 38,380 — — — — 38,380 Other (income) expenses Interest expense 21,267 — — — — 21,267 Adjustment to tax receivable agreement — — — (2,887 ) — (2,887 ) Gain on interest rate swap (119 ) — — — — (119 ) Amortization of debt issue costs 752 — — — — 752 Total other (income) expenses 21,900 — — (2,887 ) — 19,013 Income before income taxes 16,480 — — 2,887 — 19,367 Equity earnings in subsidiaries — 16,453 16,453 6,779 (39,685 ) — Provision for income taxes (27 ) — — (1,318 ) — (1,345 ) Net income 16,453 16,453 16,453 8,348 (39,685 ) 18,022 Less: net income attributable to non-controlling interest 9,674 9,674 9,674 — (19,348 ) 9,674 Net income attributable to Neff Corporation $ 6,779 $ 6,779 $ 6,779 $ 8,348 $ (20,337 ) $ 8,348 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total Cash Flows from Operating Activities Net income $ 16,453 $ 16,453 $ 16,453 $ 8,348 $ (39,685 ) $ 18,022 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 45,202 — — — — 45,202 Amortization of debt issue costs 752 — — — — 752 Amortization of intangible assets 643 — — — — 643 Amortization of original issue discount on second lien loan 120 — — — — 120 Gain on sale of equipment (4,571 ) — — — — (4,571 ) Provision for bad debt 825 — — — — 825 Equity-based compensation 674 — — — — 674 Deferred income taxes — — — 1,212 — 1,212 Adjustment to tax receivable agreement — — — (2,887 ) — (2,887 ) Unrealized gain on interest rate swap (218 ) — — — — (218 ) Equity earnings in subsidiaries — (16,453 ) (16,453 ) (6,779 ) 39,685 — Changes in operating assets and liabilities: Accounts receivable 6,060 — — — — 6,060 Inventories, prepaid expenses and other assets (955 ) — — — — (955 ) Accounts payable (2,271 ) — — — — (2,271 ) Accrued expenses and other liabilities (2,010 ) — — 105 — (1,905 ) Net cash provided by (used in) operating activities 60,704 — — (1 ) — 60,703 Cash Flows from Investing Activities Purchases of rental equipment (111,095 ) — — — — (111,095 ) Proceeds from sale of equipment 12,961 — — — — 12,961 Purchases of property and equipment (10,068 ) — — — — (10,068 ) Net cash used in investing activities (108,202 ) — — — — (108,202 ) Cash Flows from Financing Activities Repayments under revolving credit facility (53,111 ) — — — — (53,111 ) Borrowings under revolving credit facility 100,911 — — — — 100,911 Payment of costs directly associated with the issuance of Class A common stock — — — (283 ) — (283 ) Intercompany (284 ) — — 284 — — Net cash provided by financing activities 47,516 — — 1 — 47,517 Net increase in cash and cash equivalents 18 — — — — 18 Cash and cash equivalents, beginning of period 205 — — 2 — 207 Cash and cash equivalents, end of period $ 223 $ — $ — $ 2 $ — $ 225 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements • Balance Sheets - The assets, liabilities and equity of Neff Corporation and Neff Holdings have been consolidated and carried forward at historical values; • Statements of Operations - The consolidated statements of operations include the historical consolidated statements of operations of Neff Holdings consolidated with the statement of operations of Neff Corporation; • Statement of Stockholders' Deficit and Non-Controlling Interest - Following the IPO, Wayzata retained a portion of its economic interest in Neff Holdings directly through the ownership of Neff Holdings Common Units and these interests are included within the non-controlling interest subsequent to the IPO; and • Statements of Cash Flows - The statements of cash flows include the historical consolidated statements of cash flows of Neff Holdings consolidated with the statement of cash flows of Neff Corporation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company considers NOTE 2—BASIS OF PRESENTATION (Continued) critical accounting estimates to be those that require more significant judgments in the preparation of the unaudited condensed consolidated financial statements including those related to depreciation, bad debts, income taxes, self-insurance reserves, goodwill and intangible assets, derivative financial instruments, contingencies and amounts payable pursuant to the tax receivable agreement ("Tax Receivable Agreement") (Note 3). Management relies on historical experience and other assumptions, believed to be reasonable under the circumstances, in making its judgments and estimates. Actual results could differ from those judgments and estimates. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and trademarks and tradenames are reviewed at least annually (October 1 annual test date) for impairment. The customer list is amortized over its useful life (see Note 5). The Company expenses costs to renew or extend the term of its recognized intangible assets. |
Segment Reporting | Segment Reporting The Company's operations consist of the rental and sale of equipment, and parts and services in five regions in the United States: Florida, Atlantic, Central, Southeastern and Western. The five regions are the Company's operating segments and are aggregated into one reportable segment. The Company operates in the United States and had minimal international sales for each of the periods presented. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) in any of the periods presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from adopting new or revised accounting standards and, therefore, will not be subject to new or revised accounting standards until such time as those standards apply to private companies. There were no significant new accounting pronouncements that the Company adopted during the six months ended June 30, 2015 . In April 2015, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03 Interest-Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03") which provides guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability and amortization of debt issuance costs will be reported as interest expense. This guidance is effective for private companies for fiscal years after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016, and requires application on a retrospective basis. The Company expects to adopt this guidance when effective for private companies, and does not expect this guidance to have a material impact on its financial statements, although it will change the financial statement classification of debt issuance costs. As of June 30, 2015 , $9.7 million of debt issuance costs were included in total assets in the Company's unaudited condensed consolidated balance sheet. |
NON-CONTROLLING INTEREST - (Tab
NON-CONTROLLING INTEREST - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | NOTE 3—NON-CONTROLLING INTEREST (Continued) is adjusted to reflect the distributions to and income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of June 30, 2015 and December 31, 2014 14,951,625 10,476,190 25,427,815 58.8 % 41.2 % 100.0 % The following table summarizes the activity in non-controlling interest from December 31, 2014 to June 30, 2015 (in thousands): Balance of non-controlling interest as of December 31, 2014 $ (95,770 ) Net income attributable to non-controlling interest 9,674 Balance of non-controlling interest as of June 30, 2015 $ (86,096 ) |
EARNINGS PER SHARE - (Tables)
EARNINGS PER SHARE - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): For the Three Months Ended June 30, 2015 For the Six Months Ended June 30, 2015 Numerator: Net income attributable to Neff Corporation $ 7,419 $ 8,348 Denominator for basic net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,482 10,479 Denominator for diluted net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,482 10,479 Add dilutive effect of the following: Neff Holdings options (redeemable for cash or Class A common stock) 1,265 1,265 Neff Corporation stock options 289 289 Weighted average shares of Class A common stock outstanding, diluted 12,036 12,033 Earnings per share of Class A common stock: Net income attributable to Neff Corporation per share of Class A common stock, basic $ 0.71 $ 0.80 Net income attributable to Neff Corporation per share of Class A common stock, diluted $ 0.62 $ 0.69 |
INTANGIBLE ASSETS - (Tables)
INTANGIBLE ASSETS - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | NOTE 5—INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of June 30, 2015 and December 31, 2014 , consisted of the following (in thousands, except as noted): June 30, 2015 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (8,884 ) 5,103 Total intangible assets $ 24,841 $ (8,884 ) $ 15,957 December 31, 2014 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (8,241 ) 5,746 Total intangible assets $ 24,841 $ (8,241 ) $ 16,600 |
Schedule of Indefinite-Lived Intangible Assets | NOTE 5—INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of June 30, 2015 and December 31, 2014 , consisted of the following (in thousands, except as noted): June 30, 2015 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (8,884 ) 5,103 Total intangible assets $ 24,841 $ (8,884 ) $ 15,957 December 31, 2014 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (8,241 ) 5,746 Total intangible assets $ 24,841 $ (8,241 ) $ 16,600 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Accumulated amortization and expected future annual amortization expense are as follows (in thousands): Accumulated amortization at June 30, 2015 $ 8,884 Estimated amortization expense for: Remainder of 2015 643 2016 1,070 2017 877 2018 719 2019 589 2020 through 2022 1,205 Total $ 13,987 |
DEBT - (Tables)
DEBT - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands, except percent data): June 30, 2015 December 31, 2014 Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.5% to LIBOR plus up to 2.5% (2.5% at June 30, 2015) $ 293,000 $ 245,200 Second Lien Loan with interest of LIBOR plus 6.25%, with 1.0% LIBOR floor, net of unamortized discount of $2,167 (7.25% at June 30, 2015) 476,833 476,713 Total indebtedness $ 769,833 $ 721,913 |
EQUITY-BASED COMPENSATION - (Ta
EQUITY-BASED COMPENSATION - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Restricted Stock Units, Activity | The following table summarizes equity-based compensation activity for the six months ended June 30, 2015 (in thousands): Neff Corporation Neff Holdings RSUs Options Options Balance as of January 1, 2015 85 270 1,265 Granted 4 19 — Exercised — — — Forfeited — — — Balance as of June 30, 2015 89 289 1,265 Vested 18 — 1,261 Unvested 71 289 4 Total 89 289 1,265 |
DERIVATIVE FINANCIAL INSTRUME25
DERIVATIVE FINANCIAL INSTRUMENTS - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The fixed rate follows the schedule below: April 8, 2015 to April 7, 2016 0.4726 % April 8, 2016 to April 9, 2017 1.1570 % April 10, 2017 to April 8, 2018 1.6810 % April 9, 2018 to April 7, 2019 1.9610 % April 8, 2019 to April 8, 2020 2.1430 % |
Reclassification out of Accumulated Other Comprehensive Income | The following tables provide details regarding the Company's derivative financial instruments (in thousands): For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Gain Recognized in Earnings (a) Gain Recognized in Earnings Gain Recognized in Earnings (a) Gain Recognized in Earnings Interest Rate Swap 1,007 — $ 119 $ — June 30, 2015 December 31, 2014 Fair Value of Derivative (b) Fair Value of Derivative Interest Rate Swap (Note 11) $ 218 $ — (a) Classified in Other (income) expenses—Gain on interest rate swap (b) Classified in Assets—Prepaid expenses other assets |
INCOME TAXES - (Tables)
INCOME TAXES - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of provision for income taxes included in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands): For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Current expense Federal $ — $ — $ — $ — State and local 68 119 133 238 Total current expense $ 68 $ 119 $ 133 238 Deferred expense Federal $ 1,371 $ — $ 1,256 $ — State and local (339 ) — (44 ) — Total deferred expense 1,032 — 1,212 — Total $ 1,100 $ 119 $ 1,345 $ 238 |
Schedule of Effective Income Tax Rate Reconciliation | NOTE 9—INCOME TAXES (Continued) The following table summarizes the differences between the statutory federal income tax rate and the Company’s effective income tax rate (percent data): For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % 35.0 % Increase (decrease) in tax rate resulting from: State and local income taxes net of federal benefit (1.2 ) — 0.2 — Uncertain tax positions — (0.5 ) 0.1 (1.4 ) Permanent book/tax differences (10.0 ) — (10.7 ) — Change in tax rate — — 0.1 — Non-controlling interest (16.7 ) (35.0 ) (17.5 ) (35.0 ) Other 0.1 — (0.2 ) — Effective tax rate 7.2 % (0.5 )% 7.0 % (1.4 )% |
Schedule of Deferred Tax Assets and Liabilities | The following table summarizes the tax effects comprising the Company’s net deferred tax assets and liabilities (in thousands): June 30, 2015 December 31, 2014 Deferred Tax Assets Net operating loss carryforwards $ 8,644 $ 2,535 Bad debt expense 329 336 Accrued liabilities 334 902 Equity-based compensation 203 139 Gain on interest rate swap (34 ) — Insurance/parts reserves 553 543 Straight-line rent adjustment 99 100 Uncertain tax positions 108 104 Subtotal 10,236 4,659 Less: valuation allowance — — Total deferred tax assets $ 10,236 $ 4,659 Deferred Tax Liabilities Intangible assets $ (3,151 ) $ (2,841 ) Deferred debt costs (295 ) (230 ) Depreciation (13,407 ) (6,993 ) Total deferred tax liability $ (16,853 ) $ (10,064 ) Deferred Tax Liability, net $ (6,617 ) $ (5,405 ) |
SUPPLEMENTAL DISCLOSURE OF CA27
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 (in thousands) Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 21,325 $ 14,893 Cash paid for interest rate swap settlements 99 — Non-cash investing activities: Purchases of rental equipment included in accounts payable and other accrued liabilities at period end $ 22,017 $ 24,947 |
FAIR VALUE DISCLOSURES - (Table
FAIR VALUE DISCLOSURES - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table provides fair value measurement information of the Company's financial asset measured on a recurring basis as of June 30, 2015 (in thousands): Fair Value Measurements Using: Quoted Prices in Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Interest Rate Swap $ — $ 218 $ — |
SUPPLEMENTAL CONSOLIDATING ST29
SUPPLEMENTAL CONSOLIDATING STATEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total ASSETS Cash and cash equivalents $ 223 $ — $ — $ 2 $ — $ 225 Accounts receivable, net 59,490 — — — — 59,490 Inventories 2,109 — — — — 2,109 Rental equipment, net 479,491 — — — — 479,491 Property and equipment, net 35,575 — — — — 35,575 Prepaid expenses and other assets 17,276 — — — — 17,276 Goodwill 58,765 — — — — 58,765 Investment in subsidiary — 42,080 42,080 156,244 (240,404 ) — Intercompany 6,490 — — (6,490 ) — — Intangible assets, net 15,957 — — — — 15,957 Total assets $ 675,376 $ 42,080 $ 42,080 $ 149,756 $ (240,404 ) $ 668,888 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 21,370 $ — $ — $ — $ — $ 21,370 Accrued expenses and other liabilities 29,966 — — 120 — 30,086 Revolving credit facility 293,000 — — — — 293,000 Second lien loan, net 476,833 — — — — 476,833 Payable pursuant to tax receivable agreement — — — 28,670 — 28,670 Deferred tax liability, net — — — 6,617 — 6,617 Total liabilities 821,169 — — 35,407 — 856,576 Stockholders' deficit / members' deficit Class A Common Stock — — — 105 — 105 Class B Common Stock — — — 150 150 Additional paid-in capital — — — 34,349 (146,143 ) (111,794 ) Retained earnings — — — 9,947 — 9,947 Members' deficit (187,873 ) — — — 187,873 — Accumulated surplus 42,080 42,080 42,080 — (126,240 ) — Total stockholders' deficit / members' deficit (145,793 ) 42,080 42,080 44,551 (84,510 ) (101,592 ) Non-controlling interest — — — 69,798 (155,894 ) (86,096 ) Total stockholders' deficit / members' deficit and non-controlling interest (145,793 ) 42,080 42,080 114,349 (240,404 ) (187,688 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 675,376 $ 42,080 $ 42,080 $ 149,756 $ (240,404 ) $ 668,888 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2014 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total ASSETS Cash and cash equivalents $ 205 $ — $ — $ 2 $ — $ 207 Accounts receivable, net 66,375 — — — — 66,375 Inventories 2,005 — — — — 2,005 Rental equipment, net 420,245 — — — — 420,245 Property and equipment, net 30,210 — — — — 30,210 Prepaid expenses and other assets 16,959 — — — — 16,959 Goodwill 58,765 — — — — 58,765 Investment in subsidiary — 25,627 25,627 148,791 (200,045 ) — Intercompany 6,206 — — (6,206 ) — — Intangible assets, net 16,600 — — — — 16,600 Total assets $ 617,570 $ 25,627 $ 25,627 $ 142,587 $ (200,045 ) $ 611,366 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 27,389 $ — $ — $ — $ — $ 27,389 Accrued expenses and other liabilities 31,188 — — 15 — 31,203 Revolving credit facility 245,200 — — — — 245,200 Second lien loan, net 476,713 — — — — 476,713 Payable pursuant to tax receivable agreement — — — 31,557 — 31,557 Deferred tax liability, net — — — 5,405 — 5,405 Total liabilities 780,490 — — 36,977 — 817,467 Stockholders' deficit / members' deficit Class A Common Stock — — — 105 — 105 Class B Common Stock — — — 150 150 Additional paid-in capital — — — 33,958 (146,143 ) (112,185 ) Retained earnings — — — 1,599 — 1,599 Members' deficit (188,547 ) — — — 188,547 — Accumulated surplus 25,627 25,627 25,627 — (76,881 ) — Total stockholders' deficit / members' deficit (162,920 ) 25,627 25,627 35,812 (34,477 ) (110,331 ) Non-controlling interest — — — 69,798 (165,568 ) (95,770 ) Total stockholders' deficit / members' deficit and non-controlling interest (162,920 ) 25,627 25,627 105,610 (200,045 ) (206,101 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 617,570 $ 25,627 $ 25,627 $ 142,587 $ (200,045 ) $ 611,366 |
Condensed Consolidating Statement of Operations | SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total Revenues Rental revenues $ 84,820 $ — $ — $ — $ — $ 84,820 Equipment sales 6,174 — — — — 6,174 Parts and service 3,233 — — — — 3,233 Total revenues 94,227 — — — — 94,227 Cost of revenues Cost of equipment sold 4,058 — — — — 4,058 Depreciation of rental equipment 21,213 — — — — 21,213 Cost of rental revenues 19,511 — — — — 19,511 Cost of parts and service 1,807 — — — — 1,807 Total cost of revenues 46,589 — — — — 46,589 Gross profit 47,638 — — — — 47,638 Other operating expenses Selling, general and administrative expenses 22,468 — — — — 22,468 Other depreciation and amortization 2,657 — — — — 2,657 Total other operating expenses 25,125 — — — — 25,125 Income from operations 22,513 — — — — 22,513 Other (income) expenses Interest expense 10,753 — — — — 10,753 Adjustment to tax receivable agreement — — — (3,408 ) — (3,408 ) Gain on interest rate swap (1,007 ) — — — — (1,007 ) Amortization of debt issue costs 381 — — — — 381 Total other (income) expenses 10,127 — — (3,408 ) — 6,719 Income before income taxes 12,386 — — 3,408 — 15,794 Equity earnings in subsidiaries — 12,373 12,373 5,098 (29,844 ) — Provision for income taxes (13 ) — — (1,087 ) — (1,100 ) Net income 12,373 12,373 12,373 7,419 (29,844 ) 14,694 Less: net income attributable to non-controlling interest 7,275 7,275 7,275 — (14,550 ) 7,275 Net income attributable to Neff Corporation $ 5,098 $ 5,098 $ 5,098 $ 7,419 $ (15,294 ) $ 7,419 |
Condensed Consolidating Statement of Cash Flow | SUPPLEMENTAL UNAUDITED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Eliminations Total Cash Flows from Operating Activities Net income $ 16,453 $ 16,453 $ 16,453 $ 8,348 $ (39,685 ) $ 18,022 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 45,202 — — — — 45,202 Amortization of debt issue costs 752 — — — — 752 Amortization of intangible assets 643 — — — — 643 Amortization of original issue discount on second lien loan 120 — — — — 120 Gain on sale of equipment (4,571 ) — — — — (4,571 ) Provision for bad debt 825 — — — — 825 Equity-based compensation 674 — — — — 674 Deferred income taxes — — — 1,212 — 1,212 Adjustment to tax receivable agreement — — — (2,887 ) — (2,887 ) Unrealized gain on interest rate swap (218 ) — — — — (218 ) Equity earnings in subsidiaries — (16,453 ) (16,453 ) (6,779 ) 39,685 — Changes in operating assets and liabilities: Accounts receivable 6,060 — — — — 6,060 Inventories, prepaid expenses and other assets (955 ) — — — — (955 ) Accounts payable (2,271 ) — — — — (2,271 ) Accrued expenses and other liabilities (2,010 ) — — 105 — (1,905 ) Net cash provided by (used in) operating activities 60,704 — — (1 ) — 60,703 Cash Flows from Investing Activities Purchases of rental equipment (111,095 ) — — — — (111,095 ) Proceeds from sale of equipment 12,961 — — — — 12,961 Purchases of property and equipment (10,068 ) — — — — (10,068 ) Net cash used in investing activities (108,202 ) — — — — (108,202 ) Cash Flows from Financing Activities Repayments under revolving credit facility (53,111 ) — — — — (53,111 ) Borrowings under revolving credit facility 100,911 — — — — 100,911 Payment of costs directly associated with the issuance of Class A common stock — — — (283 ) — (283 ) Intercompany (284 ) — — 284 — — Net cash provided by financing activities 47,516 — — 1 — 47,517 Net increase in cash and cash equivalents 18 — — — — 18 Cash and cash equivalents, beginning of period 205 — — 2 — 207 Cash and cash equivalents, end of period $ 223 $ — $ — $ 2 $ — $ 225 |
BUSINESS AND ORGANIZATION - Add
BUSINESS AND ORGANIZATION - Additional Information (Details) - $ / shares | Nov. 26, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Neff Holdings LLC | |||
Class of Stock [Line Items] | |||
Ownership percentage by parent | 41.20% | 41.20% | 41.20% |
IPO [Member] | Common Class A | |||
Class of Stock [Line Items] | |||
Stock issued during period (in shares) | 10,476,190 | ||
Price of stock for public offering (in dollars per share) | $ 15 |
BASIS OF PRESENTATION - Additio
BASIS OF PRESENTATION - Additional Information (Details) - Jun. 30, 2015 $ in Millions | USD ($)segment |
Accounting Policies [Abstract] | |
Number of operating segments correponding to the number of regions in which entity operates | 5 |
Number of reportable segments | 1 |
Deferred debt issuance costs | $ | $ 9.7 |
NON-CONTROLLING INTEREST - Sche
NON-CONTROLLING INTEREST - Schedule of Ownership of Common Units (Details) - shares | Jun. 30, 2015 | Dec. 31, 2014 | Nov. 26, 2014 |
Noncontrolling Interest [Line Items] | |||
Aggregate Ownership of Noncontrolling Interest | 100.00% | 100.00% | |
Neff Holdings LLC | |||
Noncontrolling Interest [Line Items] | |||
Number of common units | 25,427,815 | 25,427,815 | |
Neff Holdings LLC | Non-controlling Interest | |||
Noncontrolling Interest [Line Items] | |||
Number of common units | 14,951,625 | 14,951,625 | |
Neff Holdings LLC | Neff Corporation | |||
Noncontrolling Interest [Line Items] | |||
Number of common units | 10,476,190 | 10,476,190 | |
Neff Holdings LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by non-controlling interest | 58.80% | 58.80% | 58.80% |
Ownership percentage by parent | 41.20% | 41.20% | 41.20% |
NON-CONTROLLING INTEREST - Sc33
NON-CONTROLLING INTEREST - Schedule of Equity by Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | $ (95,770) | |||
Equity-based compensation | 674 | |||
Net income attributable to non-controlling interest | $ 7,275 | $ (22,867) | 9,674 | $ (17,409) |
Ending balance | $ (86,096) | (86,096) | ||
Non-controlling Interest | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Equity-based compensation | $ 0 |
NON-CONTROLLING INTEREST - Addi
NON-CONTROLLING INTEREST - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Nov. 26, 2014 | |
Noncontrolling Interest [Line Items] | ||||||
Payable pursuant to tax receivable agreement | $ 28,670 | $ 28,670 | $ 31,557 | |||
Adjustment to tax receivable agreement | $ 3,408 | $ 0 | $ 2,887 | $ 0 | ||
Neff Holdings LLC | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by parent | 41.20% | 41.20% | 41.20% | 41.20% | ||
Ownership percentage by non-controlling interest | 58.80% | 58.80% | 58.80% | 58.80% |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | |||||
Net income attributable to Neff Corporation | $ 7,419 | $ 0 | $ 8,348 | $ 0 | |
Add dilutive effect of the following (in shares) | |||||
Neff Holdings options (redeemable for cash or Class A common stock) | 1,265 | ||||
Neff Corporation stock options | 289 | ||||
Common Class A | |||||
Denominator for diluted net income per share of Class A common stock: | |||||
Weighted average shares of Class A common stock outstanding | 10,482 | 10,479 | |||
Add dilutive effect of the following (in shares) | |||||
Weighted average shares of Class A common stock outstanding, diluted | 12,036 | 12,033 | |||
Net income attributable to Neff Corporation per share of Class A common stock, basic (in dollars per share) | $ 0.71 | $ 0.80 | |||
Net income attributable to Neff Corporation per share of Class A common stock, diluted (in dollars per share) | $ 0.62 | $ 0.69 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 24,841 | $ 24,841 | $ 24,841 | ||
Accumulated Amortization | (8,884) | (8,884) | (8,241) | ||
Net Book Value | 15,957 | 15,957 | $ 16,600 | ||
Amortization of intangible assets | $ 643 | $ 753 | |||
Customer Lists | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Average Useful Life (in years) | 12 years | 12 years | |||
Gross Carrying Amount | 13,987 | $ 13,987 | $ 13,987 | ||
Accumulated Amortization | (8,884) | (8,884) | (8,241) | ||
Net Book Value | 5,103 | 5,103 | 5,746 | ||
Amortization of intangible assets | 300 | $ 400 | 600 | $ 800 | |
Trademarks and Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 10,854 | 10,854 | 10,854 | ||
Net Book Value | $ 10,854 | $ 10,854 | $ 10,854 |
INTANGIBLE ASSETS - Accumulated
INTANGIBLE ASSETS - Accumulated Amortization and Expected Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated Amortization | $ 8,884 | $ 8,241 |
Estimated amortization expense for: | ||
Remainder of 2015 | 643 | |
2,016 | 1,070 | |
2,017 | 877 | |
2,018 | 719 | |
2,019 | 589 | |
2020 through 2022 | 1,205 | |
Total | $ 13,987 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 09, 2014 | Oct. 01, 2010 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 293,000 | $ 245,200 | ||
Long-term Debt | 769,833 | 721,913 | ||
Second lien loan, net of original issue discount | 476,833 | 476,713 | ||
Second Lien Loan | Second Lien Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 476,713 | |||
Second lien loan, net of original issue discount | 476,833 | |||
Original issue discount | $ 2,167 | |||
Debt instrument effective interest rate percentage | 7.25% | |||
London Interbank Offered Rate (LIBOR) | Second Lien Loan | Second Lien Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 6.25% | |||
Debt instrument, interest rate, floor of variable rate | 1.00% | |||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 293,000 | |||
Long-term Debt | $ 245,200 | |||
Line of credit facility, interest rate at period end | 2.50% | |||
Revolving Credit Facility | Prime Rate | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.50% | |||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) | Nov. 20, 2014 | Oct. 14, 2014 | Jun. 09, 2014 | Mar. 12, 2012 | Oct. 01, 2010 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Nov. 20, 2013 | Oct. 25, 2012 | May. 31, 2011 |
Debt Instrument [Line Items] | |||||||||||||
Distribution to members | $ 0 | $ 329,885,000 | |||||||||||
Loss on extinguishment of debt | $ 0 | $ 15,896,000 | 0 | 15,896,000 | |||||||||
Call premiums | 0 | $ 7,218,000 | |||||||||||
Outstanding letters of credit | 3,700,000 | 3,700,000 | $ 4,500,000 | ||||||||||
Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 15,900,000 | ||||||||||||
Write off of deferred debt issuance cost | 8,700,000 | ||||||||||||
Call premiums | 7,200,000 | ||||||||||||
Neff Rental LLC and Neff Rental Finance Corp | Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 200,000,000 | ||||||||||||
Stated interest rate | 9.625% | ||||||||||||
Neff Holdings LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Distribution to members | $ 110,000,000 | 329,900,000 | |||||||||||
Neff Rental LLC | Second Lien Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Accumulated amortization of deferred finance costs | 600,000 | 600,000 | 300,000 | ||||||||||
Second Lien Loan | Neff Rental LLC | Second Lien Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | 575,000,000 | ||||||||||||
Original issue discount | 2,900,000 | ||||||||||||
Repayments of Debt | $ 96,000,000 | ||||||||||||
Revolving Credit Facility | Neff Rental LLC and Neff LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, interest payments due for LIBOR interest | 3 months | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 425,000,000 | $ 200,000,000 | $ 375,000,000 | $ 225,000,000 | |||||||||
Line of credit facility, accordion feature, increase limit | $ 100,000,000 | ||||||||||||
Line of credit facility, alternate maturity date, number of days prior to maturity of senior secured debt | 90 days | 90 days | |||||||||||
Current availability | 128,200,000 | 128,200,000 | |||||||||||
Accumulated amortization of deferred finance costs | $ 3,600,000 | $ 3,600,000 | $ 3,200,000 | ||||||||||
Line of credit facility covenants, trigger, minimum availability | $ 42,500,000 |
EQUITY-BASED COMPENSATION EQUIT
EQUITY-BASED COMPENSATION EQUITY-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - Jun. 30, 2015 - shares shares in Thousands | Total |
Stock options outstanding (in shares) | |
Beginning balance | 270 |
Granted | 19 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 289 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 0 |
Unvested | 289 |
Neff Holdings LLC | |
Stock options outstanding (in shares) | |
Beginning balance | 1,265 |
Granted | 0 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 1,265 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 1,261 |
Unvested | 4 |
Restricted Stock Units (RSUs) | |
Restricted stock outstanding (in shares) | |
Beginning balance | 85 |
Granted | 4 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 89 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 18 |
Unvested | 71 |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Details) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 674 | $ 528 | ||
Common stock, conversion ratio, common unit to Class A common stock | 1 | |||
Neff Holdings LLC | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 300 | $ 300 | $ 700 | $ 500 |
Incentive Plan 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares available | shares | 1.1 | 1.1 |
DERIVIATIVE FINANCIAL INSTRUMEN
DERIVIATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Fixed Interest Rates (Details) | Apr. 08, 2019 | Apr. 09, 2018 | Apr. 10, 2017 | Apr. 08, 2016 | Apr. 08, 2015 |
Derivative [Line Items] | |||||
Derivative, fixed interest rate | 0.4726% | ||||
Scenario, Forecast | |||||
Derivative [Line Items] | |||||
Derivative, fixed interest rate | 2.143% | 1.961% | 1.681% | 1.157% |
DERIVATIVE FINANCIAL INSTRUME43
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain Recognized in Earnings | $ 1,007 | $ 0 | $ 119 | $ 0 | |
Interest Rate Swap | Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain Recognized in Earnings | 1,007 | $ 0 | 119 | $ 0 | |
Fair Value of Derivative | $ 218 | $ 218 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME44
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 24, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain Recognized in Earnings | $ 1,007,000 | $ 0 | $ 119,000 | $ 0 | ||
Unrealized gain (loss) on interest rate swap | 218,000 | 0 | ||||
Interest Rate Swap | Not Designated as Hedging Instrument | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative liability, notional amount | $ 200,000,000 | |||||
Gain Recognized in Earnings | 1,007,000 | $ 0 | 119,000 | $ 0 | ||
Unrealized gain (loss) on interest rate swap | 1,100,000 | 200,000 | ||||
Gain (loss) on settlement payments for derivatives | (100,000) | 100,000 | ||||
Fair value of derivative liability | $ 218,000 | $ 218,000 | $ 0 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Current expense | ||||
Federal | $ 0 | $ 0 | $ 0 | $ 0 |
State and local | 68 | 119 | 133 | 238 |
Total current (benefit) expense | 68 | 119 | 133 | 238 |
Deferred expense | ||||
Federal | 1,371 | 0 | 1,256 | 0 |
State and local | (339) | 0 | (44) | 0 |
Total deferred expense | 1,032 | 0 | 1,212 | 0 |
Total | $ 1,100 | $ 119 | $ 1,345 | $ 238 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
State and local income taxes net of federal benefit | (1.20%) | 0.00% | 0.20% | 0.00% |
Uncertain tax positions | 0.00% | (0.50%) | 0.10% | (1.40%) |
Permanent book/tax differences | (10.00%) | 0.00% | (10.70%) | 0.00% |
Change in tax rate | 0.00% | 0.00% | 0.10% | 0.00% |
Non-controlling interest | (16.70%) | (35.00%) | (17.50%) | (35.00%) |
Other | 0.10% | 0.00% | (0.20%) | 0.00% |
Effective tax rate | 7.20% | (0.50%) | 7.00% | (1.40%) |
INCOME TAXES - Schedule of Net
INCOME TAXES - Schedule of Net Deferred Tax Asset Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 8,644 | $ 2,535 |
Bad debt expense | 329 | 336 |
Accrued liabilities | 334 | 902 |
Equity-based compensation | 203 | 139 |
Gain on interest rate swap | (34) | 0 |
Insurance/parts reserves | 553 | 543 |
Straight-line rent adjustment | 99 | 100 |
Uncertain tax positions | 108 | 104 |
Subtotal | 10,236 | 4,659 |
Less: valuation allowance | 0 | 0 |
Total deferred tax assets | 10,236 | 4,659 |
Deferred Tax Liabilities | ||
Intangible assets | (3,151) | (2,841) |
Deferred debt costs | (295) | (230) |
Depreciation | (13,407) | (6,993) |
Total deferred tax liability | (16,853) | (10,064) |
Net Deferred Tax Liability | $ (6,617) | $ (5,405) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Uncertain tax position recorded in accrued expenses | $ 0.4 | $ 0.4 | |
Interest and penalties accrued | $ 0.3 | $ 0.3 | |
Scenario, Forecast | |||
Income Tax Contingency [Line Items] | |||
Reversed uncertain tax position during the period | $ 0.4 | ||
Reversed interest and penalties during the period | $ 0.3 |
SUPPLEMENTAL DISCLOSURE OF CA49
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid for interest | $ 21,325 | $ 14,893 |
Non-cash investing activities: | ||
Purchases of rental equipment included in accounts payable and other accrued liabilities at period end | $ 22,017 | $ 24,947 |
FAIR VALUE DISCLOSURES - (Detai
FAIR VALUE DISCLOSURES - (Details) - Interest Rate Swap - Fair Value, Measurements, Recurring $ in Thousands | Jun. 30, 2015USD ($) |
Fair Value Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | $ 0 |
Fair Value Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value of Derivative | 218 |
Fair Value Inputs, Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | $ 0 |
SUPPLEMENTAL CONSOLIDATING ST51
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 225 | $ 207 | $ 589 | $ 190 |
Accounts receivable, net | 59,490 | 66,375 | ||
Inventories | 2,109 | 2,005 | ||
Rental equipment, net | 479,491 | 420,245 | ||
Property and equipment, net | 35,575 | 30,210 | ||
Prepaid expenses and other assets | 17,276 | 16,959 | ||
Goodwill | 58,765 | 58,765 | ||
Investment in Subsidiary | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 15,957 | 16,600 | ||
Total assets | 668,888 | 611,366 | ||
Liabilities | ||||
Accounts payable | 21,370 | 27,389 | ||
Accrued expenses and other liabilities | 30,086 | 31,203 | ||
Revolving credit facility | 293,000 | 245,200 | ||
Second lien loan, net of original issue discount | 476,833 | 476,713 | ||
Payable pursuant to tax receivable agreement | 28,670 | 31,557 | ||
Deferred tax liability, net | 6,617 | 5,405 | ||
Total liabilities | 856,576 | 817,467 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (111,794) | (112,185) | ||
Retained earnings | 9,947 | 1,599 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 0 | 0 | ||
Total stockholders' deficit | (101,592) | (110,331) | ||
Non-controlling interest | (86,096) | (95,770) | ||
Total stockholders' deficit and non-controlling interest | (187,688) | (206,101) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 668,888 | 611,366 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | (240,404) | (200,045) | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | (240,404) | (200,045) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (146,143) | (146,143) | ||
Retained earnings | 0 | 0 | ||
Members' deficit | 187,873 | 188,547 | ||
Accumulated surplus | (126,240) | (76,881) | ||
Total stockholders' deficit | (84,510) | (34,477) | ||
Non-controlling interest | (155,894) | (165,568) | ||
Total stockholders' deficit and non-controlling interest | (240,404) | (200,045) | ||
Total liabilities and stockholders' deficit and non-controlling interest | (240,404) | (200,045) | ||
Neff Rental LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 223 | 205 | ||
Accounts receivable, net | 59,490 | 66,375 | ||
Inventories | 2,109 | 2,005 | ||
Rental equipment, net | 479,491 | 420,245 | ||
Property and equipment, net | 35,575 | 30,210 | ||
Prepaid expenses and other assets | 17,276 | 16,959 | ||
Goodwill | 58,765 | 58,765 | ||
Investment in Subsidiary | 0 | 0 | ||
Intercompany | 6,490 | 6,206 | ||
Intangible assets, net | 15,957 | 16,600 | ||
Total assets | 675,376 | 617,570 | ||
Liabilities | ||||
Accounts payable | 21,370 | 27,389 | ||
Accrued expenses and other liabilities | 29,966 | 31,188 | ||
Revolving credit facility | 293,000 | 245,200 | ||
Second lien loan, net of original issue discount | 476,833 | 476,713 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 821,169 | 780,490 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | (187,873) | (188,547) | ||
Accumulated surplus | 42,080 | 25,627 | ||
Total stockholders' deficit | (145,793) | (162,920) | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | (145,793) | (162,920) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 675,376 | 617,570 | ||
Neff LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | 42,080 | 25,627 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 42,080 | 25,627 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 42,080 | 25,627 | ||
Total stockholders' deficit | 42,080 | 25,627 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | 42,080 | 25,627 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 42,080 | 25,627 | ||
Neff Holdings LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | 42,080 | 25,627 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 42,080 | 25,627 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 42,080 | 25,627 | ||
Total stockholders' deficit | 42,080 | 25,627 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | 42,080 | 25,627 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 42,080 | 25,627 | ||
Neff Corporation | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 2 | 2 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | 156,244 | 148,791 | ||
Intercompany | (6,490) | (6,206) | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 149,756 | 142,587 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 120 | 15 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 28,670 | 31,557 | ||
Deferred tax liability, net | 6,617 | 5,405 | ||
Total liabilities | 35,407 | 36,977 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 34,349 | 33,958 | ||
Retained earnings | 9,947 | 1,599 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 0 | 0 | ||
Total stockholders' deficit | 44,551 | 35,812 | ||
Non-controlling interest | 69,798 | 69,798 | ||
Total stockholders' deficit and non-controlling interest | 114,349 | 105,610 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 149,756 | 142,587 | ||
Common Class A | ||||
Stockholders' deficit | ||||
Common stock | 105 | 105 | ||
Common Class A | Eliminations | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff Rental LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff Holdings LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff Corporation | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 105 | 105 | ||
Common Class B | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 | ||
Common Class B | Eliminations | ||||
Stockholders' deficit | ||||
Common stock | ||||
Common Class B | Neff Rental LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | $ 0 | $ 0 | ||
Common Class B | Neff LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class B | Neff Holdings LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class B | Neff Corporation | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 |
SUPPLEMENTAL CONSOLIDATING ST52
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Rental revenues | $ 84,820 | $ 83,497 | $ 158,961 | $ 152,626 |
Equipment sales | 6,174 | 5,467 | 12,961 | 10,794 |
Parts and service | 3,233 | 3,398 | 6,391 | 6,675 |
Total revenues | 94,227 | 92,362 | 178,313 | 170,095 |
Cost of revenues | ||||
Cost of equipment sold | 4,058 | 2,981 | 8,390 | 6,119 |
Depreciation of rental equipment | 21,213 | 18,302 | 40,727 | 36,489 |
Cost of rental revenues | 19,511 | 19,308 | 37,370 | 37,624 |
Cost of parts and service | 1,807 | 2,051 | 3,570 | 4,094 |
Total cost of revenues | 46,589 | 42,642 | 90,057 | 84,326 |
Gross profit | 47,638 | 49,720 | 88,256 | 85,769 |
Other operating expenses | ||||
Selling, general and administrative expenses | 22,468 | 20,276 | 44,758 | 40,372 |
Other depreciation and amortization | 2,657 | 2,462 | 5,118 | 4,708 |
Total other operating expenses | 25,125 | 47,244 | 49,876 | 69,586 |
Income from operations | 22,513 | 2,476 | 38,380 | 16,183 |
Other (income) expenses | ||||
Interest expense | 10,753 | 8,316 | 21,267 | 15,119 |
Adjustment to tax receivable agreement | (3,408) | 0 | (2,887) | 0 |
Gain on interest rate swap | (1,007) | 0 | (119) | 0 |
Amortization of debt issue costs | 381 | 1,012 | 752 | 2,339 |
Total other (income) expenses | 6,719 | 25,224 | 19,013 | 33,354 |
Income (loss) before income taxes | 15,794 | (22,748) | 19,367 | (17,171) |
Equity earnings in subsidiaries | 0 | 0 | ||
Provision for income taxes | (1,100) | (119) | (1,345) | (238) |
Net income (loss) | 14,694 | (22,867) | 18,022 | (17,409) |
Less: net income (loss) attributable to non-controlling interest | 7,275 | (22,867) | 9,674 | (17,409) |
Net income attributable to Neff Corporation | 7,419 | $ 0 | 8,348 | $ 0 |
Eliminations | ||||
Revenues | ||||
Rental revenues | 0 | 0 | ||
Equipment sales | 0 | 0 | ||
Parts and service | 0 | 0 | ||
Total revenues | 0 | 0 | ||
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | ||
Depreciation of rental equipment | 0 | 0 | ||
Cost of rental revenues | 0 | 0 | ||
Cost of parts and service | 0 | 0 | ||
Total cost of revenues | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | ||
Other depreciation and amortization | 0 | 0 | ||
Total other operating expenses | 0 | 0 | ||
Income from operations | 0 | 0 | ||
Other (income) expenses | ||||
Interest expense | 0 | 0 | ||
Adjustment to tax receivable agreement | 0 | 0 | ||
Gain on interest rate swap | 0 | 0 | ||
Amortization of debt issue costs | 0 | 0 | ||
Total other (income) expenses | 0 | 0 | ||
Income (loss) before income taxes | 0 | 0 | ||
Equity earnings in subsidiaries | (29,844) | (39,685) | ||
Provision for income taxes | 0 | 0 | ||
Net income (loss) | (29,844) | (39,685) | ||
Less: net income (loss) attributable to non-controlling interest | (14,550) | (19,348) | ||
Net income attributable to Neff Corporation | (15,294) | (20,337) | ||
Neff Rental LLC | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 84,820 | 158,961 | ||
Equipment sales | 6,174 | 12,961 | ||
Parts and service | 3,233 | 6,391 | ||
Total revenues | 94,227 | 178,313 | ||
Cost of revenues | ||||
Cost of equipment sold | 4,058 | 8,390 | ||
Depreciation of rental equipment | 21,213 | 40,727 | ||
Cost of rental revenues | 19,511 | 37,370 | ||
Cost of parts and service | 1,807 | 3,570 | ||
Total cost of revenues | 46,589 | 90,057 | ||
Gross profit | 47,638 | 88,256 | ||
Other operating expenses | ||||
Selling, general and administrative expenses | 22,468 | 44,758 | ||
Other depreciation and amortization | 2,657 | 5,118 | ||
Total other operating expenses | 25,125 | 49,876 | ||
Income from operations | 22,513 | 38,380 | ||
Other (income) expenses | ||||
Interest expense | 10,753 | 21,267 | ||
Adjustment to tax receivable agreement | 0 | 0 | ||
Gain on interest rate swap | (1,007) | (119) | ||
Amortization of debt issue costs | 381 | 752 | ||
Total other (income) expenses | 10,127 | 21,900 | ||
Income (loss) before income taxes | 12,386 | 16,480 | ||
Equity earnings in subsidiaries | 0 | 0 | ||
Provision for income taxes | (13) | (27) | ||
Net income (loss) | 12,373 | 16,453 | ||
Less: net income (loss) attributable to non-controlling interest | 7,275 | 9,674 | ||
Net income attributable to Neff Corporation | 5,098 | 6,779 | ||
Neff LLC | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 0 | 0 | ||
Equipment sales | 0 | 0 | ||
Parts and service | 0 | 0 | ||
Total revenues | 0 | 0 | ||
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | ||
Depreciation of rental equipment | 0 | 0 | ||
Cost of rental revenues | 0 | 0 | ||
Cost of parts and service | 0 | 0 | ||
Total cost of revenues | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | ||
Other depreciation and amortization | 0 | 0 | ||
Total other operating expenses | 0 | 0 | ||
Income from operations | 0 | 0 | ||
Other (income) expenses | ||||
Interest expense | 0 | 0 | ||
Adjustment to tax receivable agreement | 0 | 0 | ||
Gain on interest rate swap | 0 | 0 | ||
Amortization of debt issue costs | 0 | 0 | ||
Total other (income) expenses | 0 | 0 | ||
Income (loss) before income taxes | 0 | 0 | ||
Equity earnings in subsidiaries | 12,373 | 16,453 | ||
Provision for income taxes | 0 | 0 | ||
Net income (loss) | 12,373 | 16,453 | ||
Less: net income (loss) attributable to non-controlling interest | 7,275 | 9,674 | ||
Net income attributable to Neff Corporation | 5,098 | 6,779 | ||
Neff Holdings LLC | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 0 | 0 | ||
Equipment sales | 0 | 0 | ||
Parts and service | 0 | 0 | ||
Total revenues | 0 | 0 | ||
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | ||
Depreciation of rental equipment | 0 | 0 | ||
Cost of rental revenues | 0 | 0 | ||
Cost of parts and service | 0 | 0 | ||
Total cost of revenues | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | ||
Other depreciation and amortization | 0 | 0 | ||
Total other operating expenses | 0 | 0 | ||
Income from operations | 0 | 0 | ||
Other (income) expenses | ||||
Interest expense | 0 | 0 | ||
Adjustment to tax receivable agreement | 0 | 0 | ||
Gain on interest rate swap | 0 | 0 | ||
Amortization of debt issue costs | 0 | 0 | ||
Total other (income) expenses | 0 | 0 | ||
Income (loss) before income taxes | 0 | 0 | ||
Equity earnings in subsidiaries | 12,373 | 16,453 | ||
Provision for income taxes | 0 | 0 | ||
Net income (loss) | 12,373 | 16,453 | ||
Less: net income (loss) attributable to non-controlling interest | 7,275 | 9,674 | ||
Net income attributable to Neff Corporation | 5,098 | 6,779 | ||
Neff Corporation | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 0 | 0 | ||
Equipment sales | 0 | 0 | ||
Parts and service | 0 | 0 | ||
Total revenues | 0 | 0 | ||
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | ||
Depreciation of rental equipment | 0 | 0 | ||
Cost of rental revenues | 0 | 0 | ||
Cost of parts and service | 0 | 0 | ||
Total cost of revenues | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | ||
Other depreciation and amortization | 0 | 0 | ||
Total other operating expenses | 0 | 0 | ||
Income from operations | 0 | 0 | ||
Other (income) expenses | ||||
Interest expense | 0 | 0 | ||
Adjustment to tax receivable agreement | (3,408) | (2,887) | ||
Gain on interest rate swap | 0 | 0 | ||
Amortization of debt issue costs | 0 | 0 | ||
Total other (income) expenses | (3,408) | (2,887) | ||
Income (loss) before income taxes | 3,408 | 2,887 | ||
Equity earnings in subsidiaries | 5,098 | 6,779 | ||
Provision for income taxes | (1,087) | (1,318) | ||
Net income (loss) | 7,419 | 8,348 | ||
Less: net income (loss) attributable to non-controlling interest | 0 | 0 | ||
Net income attributable to Neff Corporation | $ 7,419 | $ 8,348 |
SUPPLEMENTAL CONSOLIDATING ST53
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities | ||||
Net income (loss) | $ 14,694 | $ (22,867) | $ 18,022 | $ (17,409) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 45,202 | 40,444 | ||
Amortization of debt issue costs | 381 | 1,012 | 752 | 2,339 |
Amortization of intangible assets | 643 | 753 | ||
Amortization of original issue discount on second lien loan | 120 | 17 | ||
Gain on sale of equipment | (4,571) | (4,675) | ||
Provision for bad debt | 825 | 1,371 | ||
Equity-based compensation | 674 | 528 | ||
Deferred income taxes | 1,032 | 0 | 1,212 | 0 |
Adjustment to tax receivable agreement | (3,408) | 0 | (2,887) | 0 |
Unrealized gain on interest rate swap | (218) | 0 | ||
Equity earnings in subsidiaries | 0 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 6,060 | (1,096) | ||
Inventories, prepaid expenses and other assets | (955) | (2,061) | ||
Accounts payable | (2,271) | (1,690) | ||
Accrued expenses and other liabilities | (1,905) | 1,150 | ||
Net cash provided by operating activities | 60,703 | 35,567 | ||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | (111,095) | (105,938) | ||
Proceeds from sale of equipment | 12,961 | 10,794 | ||
Purchases of property and equipment | (10,068) | (11,020) | ||
Net cash used in investing activities | (108,202) | (106,164) | ||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | (53,111) | (436,939) | ||
Borrowings under revolving credit facility | 100,911 | 481,912 | ||
Payment of costs directly associated with the issuance of Class A common stock | (283) | 0 | ||
Intercompany | 0 | |||
Net cash provided by financing activities | 47,517 | 70,996 | ||
Net increase in cash and cash equivalents | 18 | 399 | ||
Cash and cash equivalents, beginning of period | 207 | 190 | ||
Cash and cash equivalents, end of period | 225 | $ 589 | 225 | $ 589 |
Eliminations | ||||
Cash Flows from Operating Activities | ||||
Net income (loss) | (29,844) | (39,685) | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 0 | |||
Amortization of debt issue costs | 0 | 0 | ||
Amortization of intangible assets | 0 | |||
Amortization of original issue discount on second lien loan | 0 | |||
Gain on sale of equipment | 0 | |||
Provision for bad debt | 0 | |||
Equity-based compensation | 0 | |||
Deferred income taxes | 0 | |||
Adjustment to tax receivable agreement | 0 | 0 | ||
Unrealized gain on interest rate swap | 0 | |||
Equity earnings in subsidiaries | 29,844 | 39,685 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Inventories, prepaid expenses and other assets | 0 | |||
Accounts payable | 0 | |||
Accrued expenses and other liabilities | 0 | |||
Net cash provided by operating activities | 0 | |||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | 0 | |||
Proceeds from sale of equipment | 0 | |||
Purchases of property and equipment | 0 | |||
Net cash used in investing activities | 0 | |||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | 0 | |||
Borrowings under revolving credit facility | 0 | |||
Payment of costs directly associated with the issuance of Class A common stock | 0 | |||
Intercompany | 0 | |||
Net cash provided by financing activities | 0 | |||
Net increase in cash and cash equivalents | 0 | |||
Cash and cash equivalents, beginning of period | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | ||
Neff Rental LLC | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income (loss) | 12,373 | 16,453 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 45,202 | |||
Amortization of debt issue costs | 381 | 752 | ||
Amortization of intangible assets | 643 | |||
Amortization of original issue discount on second lien loan | 120 | |||
Gain on sale of equipment | (4,571) | |||
Provision for bad debt | 825 | |||
Equity-based compensation | 674 | |||
Deferred income taxes | 0 | |||
Adjustment to tax receivable agreement | 0 | 0 | ||
Unrealized gain on interest rate swap | (218) | |||
Equity earnings in subsidiaries | 0 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 6,060 | |||
Inventories, prepaid expenses and other assets | (955) | |||
Accounts payable | (2,271) | |||
Accrued expenses and other liabilities | (2,010) | |||
Net cash provided by operating activities | 60,704 | |||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | (111,095) | |||
Proceeds from sale of equipment | 12,961 | |||
Purchases of property and equipment | (10,068) | |||
Net cash used in investing activities | (108,202) | |||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | (53,111) | |||
Borrowings under revolving credit facility | 100,911 | |||
Payment of costs directly associated with the issuance of Class A common stock | 0 | |||
Intercompany | (284) | |||
Net cash provided by financing activities | 47,516 | |||
Net increase in cash and cash equivalents | 18 | |||
Cash and cash equivalents, beginning of period | 205 | |||
Cash and cash equivalents, end of period | 223 | 223 | ||
Neff LLC | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income (loss) | 12,373 | 16,453 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 0 | |||
Amortization of debt issue costs | 0 | 0 | ||
Amortization of intangible assets | 0 | |||
Amortization of original issue discount on second lien loan | 0 | |||
Gain on sale of equipment | 0 | |||
Provision for bad debt | 0 | |||
Equity-based compensation | 0 | |||
Deferred income taxes | 0 | |||
Adjustment to tax receivable agreement | 0 | 0 | ||
Unrealized gain on interest rate swap | 0 | |||
Equity earnings in subsidiaries | (12,373) | (16,453) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Inventories, prepaid expenses and other assets | 0 | |||
Accounts payable | 0 | |||
Accrued expenses and other liabilities | 0 | |||
Net cash provided by operating activities | 0 | |||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | 0 | |||
Proceeds from sale of equipment | 0 | |||
Purchases of property and equipment | 0 | |||
Net cash used in investing activities | 0 | |||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | 0 | |||
Borrowings under revolving credit facility | 0 | |||
Payment of costs directly associated with the issuance of Class A common stock | 0 | |||
Intercompany | 0 | |||
Net cash provided by financing activities | 0 | |||
Net increase in cash and cash equivalents | 0 | |||
Cash and cash equivalents, beginning of period | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | ||
Neff Holdings LLC | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income (loss) | 12,373 | 16,453 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 0 | |||
Amortization of debt issue costs | 0 | 0 | ||
Amortization of intangible assets | 0 | |||
Amortization of original issue discount on second lien loan | 0 | |||
Gain on sale of equipment | 0 | |||
Provision for bad debt | 0 | |||
Equity-based compensation | 0 | |||
Deferred income taxes | 0 | |||
Adjustment to tax receivable agreement | 0 | 0 | ||
Unrealized gain on interest rate swap | 0 | |||
Equity earnings in subsidiaries | (12,373) | (16,453) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Inventories, prepaid expenses and other assets | 0 | |||
Accounts payable | 0 | |||
Accrued expenses and other liabilities | 0 | |||
Net cash provided by operating activities | 0 | |||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | 0 | |||
Proceeds from sale of equipment | 0 | |||
Purchases of property and equipment | 0 | |||
Net cash used in investing activities | 0 | |||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | 0 | |||
Borrowings under revolving credit facility | 0 | |||
Payment of costs directly associated with the issuance of Class A common stock | 0 | |||
Intercompany | 0 | |||
Net cash provided by financing activities | 0 | |||
Net increase in cash and cash equivalents | 0 | |||
Cash and cash equivalents, beginning of period | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | ||
Neff Corporation | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income (loss) | 7,419 | 8,348 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 0 | |||
Amortization of debt issue costs | 0 | 0 | ||
Amortization of intangible assets | 0 | |||
Amortization of original issue discount on second lien loan | 0 | |||
Gain on sale of equipment | 0 | |||
Provision for bad debt | 0 | |||
Equity-based compensation | 0 | |||
Deferred income taxes | 1,212 | |||
Adjustment to tax receivable agreement | (3,408) | (2,887) | ||
Unrealized gain on interest rate swap | 0 | |||
Equity earnings in subsidiaries | (5,098) | (6,779) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Inventories, prepaid expenses and other assets | 0 | |||
Accounts payable | 0 | |||
Accrued expenses and other liabilities | 105 | |||
Net cash provided by operating activities | (1) | |||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | 0 | |||
Proceeds from sale of equipment | 0 | |||
Purchases of property and equipment | 0 | |||
Net cash used in investing activities | 0 | |||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | 0 | |||
Borrowings under revolving credit facility | 0 | |||
Payment of costs directly associated with the issuance of Class A common stock | (283) | |||
Intercompany | 284 | |||
Net cash provided by financing activities | 1 | |||
Net increase in cash and cash equivalents | 0 | |||
Cash and cash equivalents, beginning of period | 2 | |||
Cash and cash equivalents, end of period | $ 2 | $ 2 |