Mobile Mini, its Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
Mobile Mini, its Operations and Summary of Significant Accounting Policies | ' |
(1) Mobile Mini, its Operations and Summary of Significant Accounting Policies |
Organization and Special Considerations |
Mobile Mini, Inc., a Delaware corporation, is a leading provider of portable storage solutions. In these notes, the terms “Mobile Mini” and the “Company” refer to Mobile Mini, Inc. At December 31, 2013, Mobile Mini has a fleet of portable storage and office units and operates throughout the U.S., Canada and the U.K. The Company’s portable storage products offer secure, temporary storage with immediate access. The Company has a diversified customer base, including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the military, hotels, restaurants, entertainment complexes and households. The Company’s customers use its products for a wide variety of applications, including the storage of retail and manufacturing inventory, construction materials and equipment, documents and records and other goods. |
Principles of Consolidation |
The consolidated financial statements include the accounts of Mobile Mini and its wholly owned subsidiaries. The Company does not have any subsidiaries in which it does not own 100% of the outstanding stock. All significant intercompany balances and transactions have been eliminated. |
Discontinued Operation |
In December 2013, the Company sold the subsidiary comprising its Netherlands operation. The Netherlands operation is reflected as discontinued operation for all periods presented and all prior period amounts have been recast to reflect this transaction. See Note 18. |
Revenue Recognition |
The Company recognizes revenue, including multiple element arrangements, in accordance with the provisions of applicable accounting guidance. The Company generates revenue from the leasing of portable storage containers and office units, as well as other services such as pickup and delivery. In most instances, the Company provides some of the above services under the terms of a single customer lease agreement. The Company also generates revenue from the sale of containers and office units. |
The Company’s lease arrangements typically include lease deliverables such as the lease of container or office unit and ancillary charges related to the leased container or office unit during the lease term. Arrangement consideration is allocated between lease deliverables and non-lease deliverables based on the relative estimated selling (leasing) price of each deliverable. Estimated selling (leasing) price of the lease deliverables is based on the price of those deliverables when sold separately (vendor-specific objective evidence). Because delivery and pick-up services are not sold separately by the Company, the estimated selling price of those deliverables is based on prices charged for similar services provided by other vendors (third party evidence of fair value). |
The arrangement consideration allocated to lease deliverables is accounted for pursuant to accounting guidance on leases. Such revenues from leases are billed in advance and recognized as earned, on a straight line basis over the lease period specified in the associated lease agreement. Lease agreement terms typically span several months or longer. Because the term of the agreements can extend across financial reporting periods, when leases are billed in advance, the Company defers recognition of revenue and records unearned leasing revenue at the end of reporting periods so that rental revenue is included in the appropriate period. Transportation revenue from container and mobile office delivery service is recognized on the delivery date and is recognized for pick-up service when the container or office unit is picked-up. |
The Company recognizes revenues from sales of containers and office units upon delivery when the risk of loss passes, the price is fixed and determinable and collectability is reasonably assured. The Company sells its products pursuant to sales contracts stating the fixed sales price with its customers. |
Cost of Sales |
Cost of sales in the Company’s consolidated statements of income includes only the costs for units it sells. Similar costs associated with the portable storage units that the Company leases are capitalized on its balance sheet under “Lease Fleet”. |
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Advertising Costs |
All non-direct-response advertising costs are expensed as incurred. Yellow page advertising is capitalized when paid and amortized over the period in which the benefit is derived. At December 31, 2012 and 2013, prepaid advertising costs were approximately $0.6 million and $0.2 million, respectively. The amortization period of the prepaid balance never exceeds 12 months. Advertising expense was $9.5 million, $12.3 million and $5.8 million in 2011, 2012 and 2013, respectively. |
Receivables and Allowance for Doubtful Accounts |
Receivables primarily consist of amounts due from customers from the lease or sale of containers throughout the U.S., Canada and the U.K. Mobile Mini records an estimated provision for bad debts through a charge to operations in amounts of its estimated losses expected to be incurred in the collection of these accounts. The Company reviews the provision for adequacy monthly. The estimated losses are based on historical collection experience and evaluation of past-due account agings. Specific accounts are written off against the allowance when management determines the account is uncollectible. The Company requires a security deposit on most leased office units to cover the cost of damages or unpaid balances, if any. |
Concentration of Credit Risk |
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of receivables. Concentration of credit risk with respect to receivables is limited due to the Company’s large number of customers spread over a broad geographic area in many industry sectors. No single customer accounts for more than 10.0% of our receivables at December 31, 2012 and 2013. Receivables related to its sales operations are generally secured by the product sold to the customer. Receivables related to its leasing operations are primarily small month-to-month amounts. The Company has the right to repossess leased portable storage units, including any customer goods contained in the unit, following non-payment of rent. |
Inventories |
Inventories are valued at the lower of cost (principally on a standard cost basis which approximates the first-in, first-out (FIFO) method) or market. Market is the lower of replacement cost or net realizable value. Inventories primarily consist of raw materials, supplies, work-in-process and finished goods, all related to the manufacturing, remanufacturing and maintenance, primarily for the Company’s lease fleet and its units held for sale. Raw materials principally consist of raw steel, wood, glass, paint, vinyl and other assembly components used in manufacturing and remanufacturing processes. Work-in-process primarily represents units being built that are either pre-sold or being built to add to its lease fleet upon completion. Finished portable storage units primarily represent ISO (International Organization for Standardization) containers held in inventory until the containers are either sold as is, remanufactured and sold, or units in the process of being remanufactured to be compliant with the Company’s lease fleet standards before transferring the units to its lease fleet. There is no certainty when the Company purchases the containers whether they will ultimately be sold, remanufactured and sold, or remanufactured and moved into its lease fleet. Units that are determined to go into the Company’s lease fleet undergo an extensive remanufacturing process that includes installing its proprietary locking system, signage, painting and sometimes its proprietary security doors. |
Inventories at December 31 consisted of the following: |
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| | 2012 | | | 2013 | | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | |
Raw materials and supplies | | $ | 14,587 | | | $ | 16,586 | | | | | | | | | | | | | | | | | |
Work-in-process | | | 336 | | | | 197 | | | | | | | | | | | | | | | | | |
Finished portable storage units | | | 4,452 | | | | 1,961 | | | | | | | | | | | | | | | | | |
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Inventories(1) | | $ | 19,375 | | | $ | 18,744 | | | | | | | | | | | | | | | | | |
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-1 | Includes an impairment charge of $1.2 million recorded in the second quarter of 2013. (See Note 17). | | | | | | | | | | | | | | | | | | | | | | | |
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Property, Plant and Equipment |
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the assets’ estimated useful lives. Residual values are determined when the property is constructed or acquired and range up to 25%, depending on the nature of the asset. At the end of the second quarter of 2013, management reevaluated the Company’s depreciation policies and modified the useful life and residual values on forklifts, which became effective on July 1, 2013. Estimated residual values do not cause carrying values to exceed net realizable value. The Company’s depreciation expense related to property, plant and equipment for 2011, 2012 and 2013 was $11.7 million, $12.2 million and $12.7 million, respectively. Normal repairs and maintenance to property, plant and equipment are expensed as incurred. When property or equipment is retired or sold, the net book value of the asset, reduced by any proceeds, is charged to gain or loss on the disposal of property, plant and equipment and is included in leasing, selling and general expenses in the Consolidated Statements of Income. |
Property, plant and equipment at December 31 consisted of the following: |
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| | Estimated | | | 2012 | | | 2013 | | | | | | | | | | | | | |
Useful Life in | | | | | | | | | | | | |
Years | | | | | | | | | | | | |
| | | | | (In thousands) | | | | | | | | | | | | | |
Land | | | | | | $ | 11,153 | | | $ | 11,124 | | | | | | | | | | | | | |
Vehicles and machinery(1) | | | 5 to 20 | | | | 90,095 | | | | 88,686 | | | | | | | | | | | | | |
Buildings and improvements(2) | | | 30 | | | | 18,308 | | | | 18,477 | | | | | | | | | | | | | |
Office fixtures and equipment | | | 3 to 5 | | | | 30,682 | | | | 33,017 | | | | | | | | | | | | | |
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Less accumulated depreciation | | | | | | | (69,808 | ) | | | (66,151 | ) | | | | | | | | | | | | |
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Property, plant and equipment, net | | | | | | $ | 80,430 | | | $ | 85,153 | | | | | | | | | | | | | |
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-1 | Includes an impairment charge of $3.9 million recorded in the second quarter of 2013. (See Note 17). | | | | | | | | | | | | | | | | | | | | | | | |
-2 | Improvements made to leased properties are depreciated over the lesser of the estimated remaining life or the remaining term of the respective lease. | | | | | | | | | | | | | | | | | | | | | | | |
Other Assets and Intangibles |
Other assets and intangibles primarily represent deferred financing costs and intangible assets from acquisitions of $51.4 million at December 31, 2012 and $51.6 million at December 31, 2013, excluding accumulated amortization of $33.6 million at December 31, 2012 and $38.1 million at December 31, 2013. Deferred financing costs are amortized over the term of the agreement, and intangible assets are amortized on a straight-line basis, typically from five to 20 years, depending on its useful life. Intrinsic values assigned to customer relationships and trade names are amortized on an accelerated basis, typically over 15 years. |
The following table reflects balances related to other assets and intangible assets for the years ended December 31: |
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| | 2012 | | | 2013 | |
| | Gross | | | Accumulated | | | Net | | | Gross | | | Accumulated | | | Net Carrying | |
Carrying | Amortization | Carrying | Carrying | Amortization | Amount |
Amount | | Amount | Amount | | |
| | (In thousands) | |
Deferred financing costs | | $ | 28,072 | | | $ | (14,495 | ) | | $ | 13,577 | | | $ | 28,072 | | | $ | (17,306 | ) | | $ | 10,766 | |
Customer relationships | | | 21,835 | | | | (17,922 | ) | | | 3,913 | | | | 21,988 | | | | (19,530 | ) | | | 2,458 | |
Trade names/trademarks | | | 899 | | | | (899 | ) | | | — | | | | 917 | | | | (917 | ) | | | — | |
Non-compete agreements | | | 175 | | | | (97 | ) | | | 78 | | | | 97 | | | | (53 | ) | | | 44 | |
Patents and other | | | 450 | | | | (191 | ) | | | 259 | | | | 532 | | | | (277 | ) | | | 255 | |
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Total | | $ | 51,431 | | | $ | (33,604 | ) | | $ | 17,827 | | | $ | 51,606 | | | $ | (38,083 | ) | | $ | 13,523 | |
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Amortization expense for deferred financing costs was approximately $4.1 million, $3.2 million and $2.8 million in 2011, 2012 and 2013, respectively. In addition, in 2012, the Company wrote off $1.9 million of deferred financing costs related to the redemption of our 6.875% senior notes due 2015 and a portion of deferred financial costs related to our prior credit agreement. The annual amortization of deferred financing costs is expected to be $2.8 million in 2014, $2.8 million in 2015, $2.8 million in 2016, $0.9 million in 2017, $0.5 million in 2018 and $1.0 million thereafter. |
Amortization expense for all other intangibles was approximately $3.0 million, $2.2 million and $1.6 million in 2011, 2012 and 2013, respectively. Based on the carrying value at December 31, 2013, and assuming no subsequent impairment of the underlying assets, the annual amortization expense is expected to be $1.0 million in 2014, $0.7 million in 2015, $0.5 million in 2016, $0.2 million in 2017, $0.1 million in 2018 and $0.1 million thereafter. |
Income Taxes |
Mobile Mini utilizes the liability method of accounting for income taxes where deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense includes both taxes payable for the period and the change during the period in deferred tax assets and liabilities. |
Earnings per Share |
The Company’s preferred stock, if applicable, participates in distributions of earnings on the same basis as shares of common stock. As such, the Company adopted the accounting guidance for the standards regarding the computation of earnings per share (“EPS”) for securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company. Earnings for the period are required to be allocated between the common and preferred stockholders based on their respective rights to receive dividends. Basic net income per share is then calculated by dividing income allocable to common stockholders by the weighted average number of common shares outstanding, net of shares subject to repurchase by the Company, during the period. The Company is not required to present basic and diluted net income per share for securities other than common stock. Accordingly, the following net income per share amounts only pertain to the Company’s common stock. The Company calculates diluted net income per share under the if-converted method unless the conversion of the preferred stock is anti-dilutive to basic net income per share. To the extent the inclusion of preferred stock is anti-dilutive, the Company calculates diluted net income per share under the two-class method. Potential common shares include restricted common stock, which is subject to risk of forfeiture and incremental shares of common stock issuable upon the exercise of stock options and upon the conversion of convertible preferred stock using the treasury stock method. |
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The following table is a reconciliation of net income and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted EPS for the years ended December 31: |
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| | 2011 | | | 2012 | | | 2013 | | | | | | | | | | | | | |
| | (In thousands except per share data) | | | | | | | | | | | | | |
Historical net income per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 31,153 | | | $ | 34,423 | | | $ | 25,224 | | | | | | | | | | | | | |
Loss on discontinued operation, net of tax | | | (557 | ) | | | (245 | ) | | | (1,302 | ) | | | | | | | | | | | | |
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Net income | | | 30,596 | | | | 34,178 | | | | 23,922 | | | | | | | | | | | | | |
Less: Earnings allocable to preferred stockholders | | | (966 | ) | | | — | | | | — | | | | | | | | | | | | | |
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Net income available to common stockholders | | $ | 29,630 | | | $ | 34,178 | | | $ | 23,922 | | | | | | | | | | | | | |
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Basic EPS Denominator: | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares outstanding beginning of year | | | 35,565 | | | | 44,432 | | | | 45,194 | | | | | | | | | | | | | |
Effect of weighting shares: | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted shares issued during the period ended December 31 | | | 6,001 | | | | 225 | | | | 287 | | | | | | | | | | | | | |
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Denominator for basic net income per share | | | 41,566 | | | | 44,657 | | | | 45,481 | | | | | | | | | | | | | |
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Diluted EPS Denominator: | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares outstanding beginning of year | | | 35,565 | | | | 44,432 | | | | 45,194 | | | | | | | | | | | | | |
Effect of weighting shares: | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted shares issued during the period ended December 31 | | | 6,001 | | | | 225 | | | | 287 | | | | | | | | | | | | | |
Dilutive effect of stock options and nonvested share-awards during the period ended December 31 | | | 663 | | | | 445 | | | | 615 | | | | | | | | | | | | | |
Dilutive effect of convertible preferred stock assumed converted during the period ended December 31(1) | | | 2,340 | | | | — | | | | — | | | | | | | | | | | | | |
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Denominator for diluted net income per share | | | 44,569 | | | | 45,102 | | | | 46,096 | | | | | | | | | | | | | |
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Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.72 | | | $ | 0.77 | | | $ | 0.55 | | | | | | | | | | | | | |
Loss from discontinued operation | | | (0.01 | ) | | | — | | | | (0.02 | ) | | | | | | | | | | | | |
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Net income | | $ | 0.71 | | | $ | 0.77 | | | $ | 0.53 | | | | | | | | | | | | | |
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Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.7 | | | $ | 0.76 | | | $ | 0.55 | | | | | | | | | | | | | |
Loss from discontinued operation | | | (0.01 | ) | | | — | | | | (0.03 | ) | | | | | | | | | | | | |
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Net income | | $ | 0.69 | | | $ | 0.76 | | | $ | 0.52 | | | | | | | | | | | | | |
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-1 | The outstanding convertible preferred stock, originally issued in connection with the Mobile Storage Group (“MSG”) acquisition, automatically converted into an aggregate of 8.2 million shares of common stock on April 14, 2011. | | | | | | | | | | | | | | | | | | | | | | | |
Basic weighted average number of common shares outstanding does not include nonvested share-awards that had not vested of 1.2 million, 0.8 million and 0.5 million shares in 2011, 2012 and 2013, respectively. |
The following table represents the number of stock options and nonvested share-awards that were issued or outstanding but excluded in calculating diluted EPS because their effect would have been anti-dilutive for the years ended December 31: |
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| | 2011 | | | 2012 | | | 2013 | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | |
Stock options | | | 964 | | | | 1,006 | | | | 1,741 | | | | | | | | | | | | | |
Nonvested share-awards | | | 12 | | | | 228 | | | | 1 | | | | | | | | | | | | | |
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| | | 976 | | | | 1,234 | | | | 1,742 | | | | | | | | | | | | | |
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Long Lived Assets |
Mobile Mini reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. If this review indicates the carrying value of these assets will not be recoverable, as measured based on estimated undiscounted cash flows over their remaining life, the carrying amount would be adjusted to fair value. The cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. The Company did not recognize any impairment losses in the year ended December 31, 2012. |
In the second quarter of 2013, with a strategic focus on increasing return on capital and a move toward a rent-ready business model, the Company conducted an assessment of the lease fleet and rolling stock equipment. Management determined that certain of these units were either non-core to their leasing strategy or were uneconomic to repair. In connection with this evaluation, management determined to place the assets for sale, resulting in a non-cash impairment charge on long-lived assets of $37.6 million in the second quarter of 2013. (See Note 17). |
Goodwill |
Purchase prices of acquired businesses have been allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates. Based on these values, the excess purchase prices over the fair value of the net assets acquired were allocated to goodwill. Acquisitions of businesses under asset purchase agreements results in the goodwill relating to business acquisition being deductible for income tax purposes over 15 years even though goodwill is not amortized for financial reporting purposes. |
The Company evaluates goodwill periodically to determine whether events or circumstances have occurred that would indicate goodwill might be impaired. The Company originally had assigned its goodwill to each of its three reporting units (North America, the U.K. and The Netherlands). At December 31, 2013, only North America and the U.K. have goodwill subject to impairment testing. The Company performs an annual impairment test on goodwill at December 31. In addition, the Company will perform impairment tests during any reporting period in which events or changes in circumstances indicate that an impairment may have incurred. In assessing the fair value of the reporting units, the Company considers both the market and income approaches. Under the market approach, the fair value of the reporting unit is based on quoted market prices of companies comparable to the reporting unit being valued. Under the income approach, the fair value of the reporting unit is based on the present value of estimated cash flows. The income approach is dependent on a number of significant management assumptions, including estimated future revenue growth rates, gross margins on sales, operating margins, capital expenditure, tax payments and discount rates. Each approach was given equal weight in arriving at the fair value of the reporting unit. As of December 31, 2013, management assessed qualitative factors and determined it is more likely than not each of the Company’s reporting units assigned goodwill had estimated fair values greater than the respective reporting unit’s individual net asset carrying values; therefore, the two step impairment test was not required. |
If the two step impairment test is necessary, the Company is required to determine the implied fair value of the goodwill and compare it to the carrying value of the goodwill. The Company would allocate the fair value of the reporting units to the respective assets and liabilities of each reporting unit as if the reporting units had been acquired in separate and individual business combinations and the fair value of the reporting units was the price paid to acquire the reporting units. The excess of the fair value of the reporting units over the amounts assigned to their respective assets and liabilities is the implied fair value of goodwill. At December 31, 2013, $450.8 million of the goodwill relates to the North America reporting unit, and $68.4 million relates to the U.K. reporting unit. |
The following table shows the activity and balances related to goodwill from January 1, 2012 to December 31, 2013: |
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| | Goodwill | | | | | | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2012(1) | | $ | 513,918 | | | | | | | | | | | | | | | | | | | | | |
Acquisitions | | | 1,169 | | | | | | | | | | | | | | | | | | | | | |
Foreign currency(2) | | | 3,061 | | | | | | | | | | | | | | | | | | | | | |
Adjustments(3) | | | 160 | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2012(1) | | | 518,308 | | | | | | | | | | | | | | | | | | | | | |
Adjustments | | | (7 | ) | | | | | | | | | | | | | | | | | | | | |
Foreign currency(2) | | | 921 | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013(1) | | $ | 519,222 | | | | | | | | | | | | | | | | | | | | | |
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-1 | Includes accumulated amortization of $2.0 million and accumulated impairment of $12.5 million. | | | | | | | | | | | | | | | | | | | | | | | |
-2 | Represents foreign currency translation adjustments related to the U.K. reporting unit. | | | | | | | | | | | | | | | | | | | | | | | |
-3 | Represents adjustments to the fair values originally assigned to assets and liabilities assumed for the acquired businesses in December 2011. | | | | | | | | | | | | | | | | | | | | | | | |
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Fair Value of Financial Instruments |
The Company determines the estimated fair value of financial instruments using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in current market exchanges. |
The carrying amounts of cash, receivables, accounts payable and accrued liabilities approximate fair values based on the liquidity of these financial instruments or based on their short-term nature. The carrying amounts of the Company’s borrowings under its credit facility, notes payable and capital leases approximate fair value. The fair values of the Company’s revolving credit facility, notes payable and capital leases are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company’s revolving credit facility debt, notes payable and capital leases at December 31, 2012 and 2013 approximated their respective book values and are considered Level 2 in the fair value hierarchy described in Note 2. |
The fair value of the Company’s $200.0 million aggregate principal amount of 7.875% senior notes due 2020 (the “2020 Notes” or the “Senior Notes”) is based on the latest sales price of such notes at the end of each period obtained from a third-party institution and is considered Level 2 in the fair value hierarchy described in Note 2, as there is not an active market for such notes. |
The carrying value and the fair value of the Company’s Senior Notes are as follows: |
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| | December 31, | | | December 31, | | | | | | | | | | | | | | | | | |
2012 | 2013 | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | |
Carrying value | | $ | 200,000 | | | $ | 200,000 | | | | | | | | | | | | | | | | | |
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Fair value | | $ | 219,000 | | | $ | 217,300 | | | | | | | | | | | | | | | | | |
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Deferred Financing Costs |
Included in other assets and intangibles are deferred financing costs of approximately $13.6 million and $10.8 million, net of accumulated amortization of $14.5 million and $17.3 million, at December 31, 2012 and 2013, respectively. Costs of obtaining long-term financing, including the Company’s Credit Agreement (as defined below) (See Note 4), are amortized over the term of the related debt, using the straight-line method. Amortizing the deferred financing costs using the straight-line method approximates the effective interest method. |
Derivatives |
In the normal course of business, the Company’s operations are exposed to fluctuations in interest rates. The Company historically addressed a portion of these risks through a controlled program of risk management that includes the use of derivative financial instruments. The objective of controlling these risks is to limit the impact of fluctuations in interest rates on earnings. |
The Company’s primary interest rate risk exposure results from changes in short-term U.S. dollar interest rates. In an effort to manage interest rate exposures, the Company may enter into interest rate swap agreements that convert its floating rate debt to a fixed-rate, which are typically designated as cash flow hedges. Interest expense on the notional amounts under these agreements is accrued using the fixed rates identified in the swap agreements. At December 31, 2012 and 2013, the Company did not have any interest rate swap agreements. |
Share-Based Compensation |
At December 31, 2013, the Company had one active share-based employee compensation plan. There are two expired compensation plans, one of which still has outstanding options subject to exercise or termination. No additional options can be granted under the expired plans. Stock option awards under these plans are granted with an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant. Each outstanding option must expire no more than ten years from the date it was granted, unless exercised or forfeited before the expiration date, and are granted with vesting periods ranging from three to four and a half years. The total value of the Company’s stock option awards is expensed over the related employee’s service period on a straight-line basis, or if subject to performance conditions, then the expense is recognized using the accelerated attribution method. |
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The Company uses the modified prospective method and does not recognize a deferred tax asset for any excess tax benefit that has not been realized related to stock-based compensation deductions. The Company adopted the with-and-without approach with respect to the ordering of tax benefits realized. In the with-and-without approach, the excess tax benefit related to stock-based compensation deductions will be recognized in additional paid-in capital only if an incremental tax benefit would be realized after considering all other tax benefits presently available to us. Therefore, the Company’s net operating loss carryforward will offset current taxable income prior to the recognition of the tax benefit related to stock-based compensation deductions. In 2012 and 2013, there were $1.3 million and $4.2 million, respectively, of excess tax benefits related to stock-based compensation, which were not realized under this approach. Once the Company’s net operating loss carryforward is utilized, these aggregate excess tax benefits, totaling $14.2 million, may be recognized in additional paid-in capital. |
Foreign Currency Translation and Transactions |
For Mobile Mini’s non-U.S. operations, the local currency is the functional currency. All assets and liabilities are translated into U.S. dollars at period-end exchange rates and all income statement amounts are translated at the average exchange rate for each month within the year. |
Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and the notes to those statements. Actual results could differ from those estimates. The most significant estimates included within the financial statements are the allowance for doubtful accounts, the estimated useful lives and residual values on the lease fleet and property, plant and equipment, goodwill and other asset impairments and certain accrued liabilities. |
Impact of Recently Issued Accounting Standards |
Comprehensive Income. In June 2011, the Financial Accounting Standards Board (“FASB”) issued an amendment to the existing guidance on the presentation of comprehensive income. Under the amended guidance, an entity is required to present the effect of reclassification adjustments out of accumulated other comprehensive income in both net income and other comprehensive income in the financial statements. In February 2013, the FASB issued an amendment to this provision which is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of this amendment did not have a material impact on our consolidated financial statements and related disclosures. |
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. In July 2013, the FASB issued this accounting guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company intends to adopt this guidance at the beginning of its first quarter of fiscal year 2014, and does not anticipate any material impact on its consolidated financial statements and disclosures. |