Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | -2 | Summary of Significant Accounting Policies | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Equivalents |
The Company considers all highly liquid instruments with insignificant interest rate risk and with maturities of three months or less at purchase to be cash equivalents. |
Receivables and Allowance for Doubtful Accounts |
Receivables are stated net of an allowance for doubtful accounts, which is reviewed monthly for adequacy. The Company estimates the amount of customer receivables that are uncollectible and records an estimated provision for bad debts through a charge to operations. The provision is based on historical collection experience and evaluation of past-due accounts. 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. |
The information presented in the table below reflects the continuing operations of the Company for the periods presented. |
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| | For the Years Ended December 31, | | | | | | | | | | | | | | | | | |
| | 2012 | | | 2013 | | | 2014 | | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at beginning of year | | $ | 2,509 | | | $ | 2,666 | | | $ | 2,093 | | | | | | | | | | | | | | | | | |
Provision charged to expense | | | 2,193 | | | | 2,151 | | | | 2,778 | | | | | | | | | | | | | | | | | |
Write-offs | | | (2,036 | ) | | | (2,724 | ) | | | (2,429 | ) | | | | | | | | | | | | | | | | |
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Balance at end of year | | $ | 2,666 | | | $ | 2,093 | | | $ | 2,442 | | | | | | | | | | | | | | | | | |
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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, 2013 and 2014. Receivables related to sold units are generally secured by the product sold to the customer. The Company typically 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. |
Raw materials principally consist of raw steel, wood, glass, paint, vinyl and other assembly components used in manufacturing and remanufacturing processes, and to a lesser extent, parts used for internal maintenance and ancillary items held for sale in our specialty containment segment. Work-in-process primarily represents partially assembled units pre-sold or for use as fleet. Finished portable storage units primarily represent purchased or assembled containers held in inventory until the container is either sold as is, remanufactured and sold, or remanufactured and deployed as lease fleet. |
Inventories at December 31 consisted of the following: |
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| | 2013 | | | 2014 | | | | | | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | | | | | |
Raw materials and supplies | | $ | 16,586 | | | $ | 14,241 | | | | | | | | | | | | | | | | | | | | | |
Work-in-process | | | 197 | | | | 201 | | | | | | | | | | | | | | | | | | | | | |
Finished portable storage units | | | 1,961 | | | | 2,294 | | | | | | | | | | | | | | | | | | | | | |
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Inventories | | $ | 18,744 | | | $ | 16,736 | | | | | | | | | | | | | | | | | | | | | |
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Lease fleet |
Lease fleet is capitalized at cost and depreciated over the estimated useful life of the unit using the straight-line method. Lease fleet is depreciated whether or not it is out on rent. Capitalized cost of lease fleet includes the price paid to acquire the unit and freight charges to the location when the unit is first placed in service, and when applicable, the cost of manufacturing or remanufacturing, which includes the cost of customizing units. Ordinary repair and maintenance costs are charged to operations as incurred. |
Management periodically reviews depreciable lives and residual values against various factors, including the results of its lenders’ independent appraisal of lease fleet, practices of the competitors in comparable industries, profit margins achieved on sales of depreciated units and lease rates obtained on older units. |
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. The Company’s depreciation expense related to property, plant and equipment for 2012, 2013 and 2014 was $12.2 million, $12.7 million and $15.1 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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| | Residual Value | | | Useful Life | | | 2013 | | | 2014 | | | | | | | | | | | | | |
as Percentage of | in Years | | | | | | | | | | | | |
Original Cost | | | | | | | | | | | | | |
| | | | | | | | (In thousands) | | | | | | | | | | | | | |
Land | | | | | | | | | | $ | 11,124 | | | $ | 10,920 | | | | | | | | | | | | | |
Vehicles and machinery | | | 0 - 55 | % | | | 5 to 30 | | | | 88,686 | | | | 114,150 | | | | | | | | | | | | | |
Buildings and improvements(1) | | | 0 - 25 | | | | 3 - 30 | | | | 18,477 | | | | 19,365 | | | | | | | | | | | | | |
Office fixtures and equipment | | | 0 | | | | 3 to 5 | | | | 33,017 | | | | 33,942 | | | | | | | | | | | | | |
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Property, plant and equipment | | | | | | | | | | | 151,304 | | | | 178,377 | | | | | | | | | | | | | |
Accumulated depreciation | | | | | | | | | | | (66,151 | ) | | | (65,202 | ) | | | | | | | | | | | | |
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Property, plant and equipment, net | | | | | | | | | | $ | 85,153 | | | $ | 113,175 | | | | | | | | | | | | | |
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-1 | Improvements made to leased properties are depreciated over the lesser of the estimated useful life or the remaining term of the respective lease. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized Software Development Costs |
The Company capitalizes qualifying computer software costs incurred during the application development state for internally developed software. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements to existing software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities, maintenance and minor modifications are expensed as incurred. Internal-use software is amortized on a straight line basis over its estimated useful life. Capitalized software development costs are included in property, plant and equipment. In 2013 and 2014 the Company capitalized $0.9 million and $2.2 million, respectively. |
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Deferred Financing Costs |
Deferred financing costs consists of the costs of obtaining long-term financing, including the Company’s credit agreement (See Note 5). These costs are amortized over the term of the related debt, using the straight-line method, which approximates the effective interest method. Amortization expense for deferred financing costs was approximately $3.2 million, $2.8 million and $2.8 million in 2012, 2013 and 2014, 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 financing costs related to our prior credit agreement. As of December 31, 2014, $5.7 million of the total $8.7 million unamortized deferred financing costs, related to the Company’s credit agreement. The annual amortization of remaining deferred financing costs is expected to be as follows: |
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2015 | | $ | 3,134 | | | | | | | | | | | | | | | | | | | | | | | | | |
2016 | | | 3,134 | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 | | | 937 | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 | | | 498 | | | | | | | | | | | | | | | | | | | | | | | | | |
2019 | | | 498 | | | | | | | | | | | | | | | | | | | | | | | | | |
Thereafter | | | 456 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | 8,657 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Goodwill |
For acquired businesses, the Company records assets acquired and liabilities assumed at their 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 is recorded as goodwill. Immediately prior to December 10, 2014, all of the Company’s goodwill was allocated between two reporting units, portable storage operations in North America and the U.K. In conjunction with the ETS Acquisition on December 10, 2014 the Company recorded $182.0 million of goodwill. Of the $705.6 million total goodwill at December 31, 2014, $459.2 million relates to the portable storage North America segment, $64.4 million relates to the portable storage U.K. segment and $182.0 million relates to the specialty containment segment. |
Management assesses the impairment of goodwill on an annual basis at December 31, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. |
Some factors management considers important which could indicate an impairment review include the following: |
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| • | | significant under-performance relative to historical, expected or projected future operating results; | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | significant changes in the manner of the Company’s use of the acquired assets or the strategy for the overall business; | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | market capitalization relative to net book value; and | | | | | | | | | | | | | | | | | | | | | | | | | |
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| • | | significant negative industry or general economic trends. | | | | | | | | | | | | | | | | | | | | | | | | | |
In assessing the fair value of the reporting units, management considers both the market approach and the income approach. 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 expenditures, tax payments and discount rates. Each approach is given equal weight in arriving at the fair value of the reporting unit. As of December 31, 2014, management assessed qualitative factors and determined it is more likely than not each of the 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, management is required to determine the implied fair value of the goodwill and compare it to the carrying value of the goodwill. The fair value of the reporting units would be assigned 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. |
The following table shows the activity and balances related to goodwill from January 1, 2013 to December 31, 2014: |
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| | (In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2013(1) | | $ | 518,308 | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency(2) | | | 921 | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustments | | | (7 | ) | | | | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013(1) | | | 519,222 | | | | | | | | | | | | | | | | | | | | | | | | | |
ETS Acquisition | | | 181,972 | | | | | | | | | | | | | | | | | | | | | | | | | |
Other acquisitions | | | 8,840 | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency(2) | | | (4,426 | ) | | | | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2014(1) | | $ | 705,608 | | | | | | | | | | | | | | | | | | | | | | | | | |
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-1 | Includes accumulated amortization of $2.0 million and accumulated impairment of $12.5 million. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Represents foreign currency translation adjustments related to the U.K. reporting unit. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangibles |
Intangible assets are amortized over the estimated useful life of the asset utilizing a method which reflects the estimated pattern in which the economic benefits will be consumed. Customer relationships, trade names and trademarks are amortized using an accelerated method while other intangibles are amortized using the straight-line method. |
The following table reflects balances related to intangible assets for the years ended December 31: |
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| | | | | 2013 | | | 2014 | |
| | Estimated | | | Gross | | | Accumulated | | | Net | | | Gross | | | Accumulated | | | Net | |
Useful | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying |
Life | Amount | | Amount | Amount | | Amount |
| | | | | (In thousands) | |
Customer relationships | | | 11 - 20 | | | $ | 21,988 | | | $ | (19,530 | ) | | $ | 2,458 | | | $ | 91,990 | | | $ | (20,484 | ) | | $ | 71,506 | |
Trade names/trademarks | | | 1 - 5 | | | | 917 | | | | (917 | ) | | | — | | | | 6,065 | | | | (919 | ) | | | 5,146 | |
Non-compete agreements | | | 2 - 5 | | | | 97 | | | | (53 | ) | | | 44 | | | | 1,772 | | | | (78 | ) | | | 1,694 | |
Other | | | 1 - 19 | | | | 61 | | | | (17 | ) | | | 44 | | | | 61 | | | | (22 | ) | | | 39 | |
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Total | | | | | | $ | 23,063 | | | $ | (20,517 | ) | | $ | 2,546 | | | $ | 99,888 | | | $ | (21,503 | ) | | $ | 78,385 | |
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Amortization expense for amortizable intangibles was approximately $2.2 million, $1.6 million and $1.6 million in 2012, 2013 and 2014, respectively. See information regarding intangibles acquired in conjunction with company acquisitions in Note 3. Based on the carrying value at December 31, 2014, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands): |
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2015 | | $ | 5,876 | | | | | | | | | | | | | | | | | | | | | | | | | |
2016 | | | 5,940 | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 | | | 5,911 | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 | | | 5,961 | | | | | | | | | | | | | | | | | | | | | | | | | |
2019 | | | 6,001 | | | | | | | | | | | | | | | | | | | | | | | | | |
Thereafter | | | 48,696 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | 78,385 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Impairment of Long-Lived Assets (Other than Goodwill) |
Mobile Mini reviews long-lived assets such as lease fleet, property, plant and equipment, and intangibles, for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may be impaired. (See potential impairment indicators under “Goodwill” above). 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 of evaluation. |
In the second quarter of 2013, management conducted an assessment of the lease fleet and 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. As these assets have been sold or otherwise disposed of, additional adjustments have been made to the impairment charge resulting in total asset impairment charges of $38.7 million in 2013 and $0.6 million in 2014. There were no indicators of further impairment at December 31, 2013 or at December 31, 2014. No impairment charges were recognized in 2012. (See Note 16). |
Purchase Accounting |
Mobile Mini accounts for acquisitions under the acquisition method. Under the acquisition method of accounting, the price paid by the Company is allocated to the assets acquired and liabilities assumed based upon the estimated fair values at the closing date. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets. Estimated fair values of acquired assets and liabilities is provisional and could change as additional information is received. The Company finalizes valuations as soon as practicable, but not later than one-year from the acquisition date. Any subsequent changes to purchase price allocations results in a corresponding adjustment to goodwill. |
The determination of the fair value of intangible assets requires the use of significant judgment with regard to (i) the fair value; and (ii) whether such intangibles are amortizable or non-amortizable and, if amortizable, the period and the method by which the intangible asset will be amortized. Fair values are estimated for acquisition-related intangible assets principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses. The projected cash flows are discounted to determine the present value of the assets at the dates of acquisition. |
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Revenue Recognition |
Leasing revenue is generated from the direct lease of the Company’s fleet to its customers, including ancillary revenue such as fleet delivery and pickup. The Company enters into contracts with its customers to lease equipment based on a monthly rate for our portable storage fleet and a daily, weekly or monthly rate for our specialty containment fleet. Revenues from leasing are recognized ratably over the leased period. When a customer keeps the leased unit beyond the original intended term, the lease continues until cancelled by the customer or the Company. Customers may utilize the Company’s equipment delivery and pick-up services in conjunction with the leasing of equipment, but it is not required. Transportation revenue pursuant to the pick up or delivery of a leased unit is recognized in leasing revenue upon completion of the service. When leases are billed in advance, recognition of revenue is deferred and unearned leasing revenue is recorded at the end of reporting period. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date, is recognized as incremental revenue upon return. |
Sales revenue is primarily generated by the sale of new and used units. Sales revenue is recognized upon delivery when the risk of loss passes, the price is fixed and determinable and collectability is reasonably assured. The majority of our units are sold pursuant to sales contracts stating the fixed sales price. |
Cost of Sales |
Cost of sales in the Company’s consolidated statements of income includes the costs for units it sells, and to a lesser extent the costs of parts and supplies sold to specialty containment customers. Similar costs associated with units that the Company leases are capitalized in the balance sheet under “Lease fleet”. |
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, 2013 and 2014, prepaid advertising costs were approximately $0.2 million and less than $50,000, respectively. The amortization period of the prepaid balance never exceeds 12 months. Advertising expense was $12.3 million, $5.8 million and $5.2 million in 2012, 2013 and 2014, respectively. |
Income Taxes |
The Company recognizes income taxes in each of the jurisdictions in which it operates. For each jurisdiction, management estimates the actual amount of taxes currently payable or receivable as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, management considers estimated future taxable income as well as feasible tax planning strategies in each jurisdiction. If it is determined that the Company will not realize all or a portion of its deferred tax assets, the valuation allowance is increased with a charge to income tax expense. Conversely, if it is determined that the Company will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense. |
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Earnings per Share |
Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated under the treasury stock method. Potential common shares included restricted common stock, which is subject to risk of forfeiture, incremental shares of common stock issuable upon the exercise of stock options and vesting of nonvested share-awards. |
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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| | Twelve Months Ending | | | | | | | | | | | | | | | | | |
| | 2012 | | | 2013 | | | 2014 | | | | | | | | | | | | | | | | | |
| | (In thousands, except per share data) | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 34,423 | | | $ | 25,224 | | | $ | 44,386 | | | | | | | | | | | | | | | | | |
Loss on discontinued operation, net of tax | | | (245 | ) | | | (1,302 | ) | | | — | | | | | | | | | | | | | | | | | |
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Net income | | $ | 34,178 | | | $ | 23,922 | | | $ | 44,386 | | | | | | | | | | | | | | | | | |
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Basic EPS Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares outstanding beginning of year | | | 44,432 | | | | 45,194 | | | | 46,084 | | | | | | | | | | | | | | | | | |
Weighted shares issued (repurchased) during the period | | | 225 | | | | 287 | | | | (58 | ) | | | | | | | | | | | | | | | | |
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Total weighted average shares outstanding | | | 44,657 | | | | 45,481 | | | | 46,026 | | | | | | | | | | | | | | | | | |
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Diluted EPS Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares outstanding beginning of year | | | 44,432 | | | | 45,194 | | | | 46,084 | | | | | | | | | | | | | | | | | |
Weighted shares issued (repurchased) during the period | | | 225 | | | | 287 | | | | (58 | ) | | | | | | | | | | | | | | | | |
Dilutive effect of stock options and nonvested share awards during the period | | | 445 | | | | 615 | | | | 699 | | | | | | | | | | | | | | | | | |
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Total weighted average shares outstanding | | | 45,102 | | | | 46,096 | | | | 46,725 | | | | | | | | | | | | | | | | | |
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Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.77 | | | $ | 0.55 | | | $ | 0.96 | | | | | | | | | | | | | | | | | |
Loss from discontinued operation | | | — | | | | (0.02 | ) | | | — | | | | | | | | | | | | | | | | | |
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Net income | | $ | 0.77 | | | $ | 0.53 | | | $ | 0.96 | | | | | | | | | | | | | | | | | |
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Diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.76 | | | $ | 0.55 | | | $ | 0.95 | | | | | | | | | | | | | | | | | |
Loss from discontinued operation | | | — | | | | (0.03 | ) | | | — | | | | | | | | | | | | | | | | | |
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Net income | | $ | 0.76 | | | $ | 0.52 | | | $ | 0.95 | | | | | | | | | | | | | | | | | |
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Basic weighted average number of common shares outstanding does not include nonvested share-awards that had not vested of 0.8 million, 0.5 million and 0.3 million shares in 2012, 2013 and 2014, respectively. |
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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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| | Twelve Months Ending | | | | | | | | | | | | | | | | | |
| | 2012 | | | 2013 | | | 2014 | | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | |
Stock options | | | 1,006 | | | | 1,741 | | | | 751 | | | | | | | | | | | | | | | | | |
Nonvested share-awards | | | 228 | | | | 1 | | | | 465 | | | | | | | | | | | | | | | | | |
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Total | | | 1,234 | | | | 1,742 | | | | 1,216 | | | | | | | | | | | | | | | | | |
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Fair Value of Financial Instruments |
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company adopted the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: |
Level 1 — Observable input such as quoted prices in active markets for identical assets or liabilities; |
Level 2 — Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and |
Level 3 — Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. |
The carrying amounts of cash, receivables, accounts payable and accrued liabilities approximate fair values based on their short-term nature. The fair values of the Company’s revolving credit facility 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 and capital leases at December 31, 2013 and 2014 approximated their respective book values and are considered Level 2 in the fair value hierarchy. |
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 their latest sales price 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 these notes. |
The carrying value and the fair value of the Company’s Senior Notes are as follows: |
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| | 2013 | | | 2014 | | | | | | | | | | | | | | | | | | | | | |
| | (In thousands) | | | | | | | | | | | | | | | | | | | | | |
Carrying value | | $ | 200,000 | | | $ | 200,000 | | | | | | | | | | | | | | | | | | | | | |
Fair value | | | 217,300 | | | | 206,000 | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2013 and 2014, the Company did not have any financial instruments required to be recorded at fair value on a recurring basis. |
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Derivatives |
In the normal course of business, the Company’s operations are exposed to fluctuations in interest rates. The Company has in the past, and may again in the future, 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. At December 31, 2013 and 2014, the Company did not have any derivative agreements. |
Share-Based Compensation |
The Company calculates the fair value of stock options using the Black-Scholes-Merton option pricing valuation model, which incorporates various assumptions including volatility, expected life and risk-free interest rates. The fair value of nonvested share-awards is estimated as the closing price of our common stock on the date of grant. Compensation related to service-based awards are recognized on a straight-line basis over the vesting period. Compensation expense related to performance-based awards is recognized over the implicit service period of the award based on management’s estimate of the probability of the performance criteria being satisfied, adjusted at each balance sheet date. Expense related to performance-based awards that have multiple vesting dates, is recognized using the accelerated attribution approach, whereby each vesting tranche is treated as a separate award for purposes of determining the implicit service period. Share based compensation expense is reduced for estimated forfeitures which are estimated at the time of grant based on historical experience, and revised in subsequent periods if actual forfeitures differ from estimates. |
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. |
Impact of Recently Issued Accounting Standards |
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 Financial Accounting Standards Board (“FASB”) issued 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 adopted this guidance in January 2014. The adoption of this amendment did not have a material impact on its consolidated financial statements and related disclosures. |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In April 2014, the FASB issued the accounting guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance is effective for fiscal years beginning after December 15, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. The Company does not expect the adoption of the guidance will have a material impact on its consolidated financial statements and related disclosures. |
Revenue from Contracts with Customers. In May 2014, FASB issued the accounting standard on revenue from contracts with customers. The standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The standard requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services. The standard is effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The revenue recognition standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the impact, if any, of the adoption of the standard to its financial statements and related disclosures. The Company has not yet selected a transition method nor determined the effect of the standard on its ongoing financial reporting. |