Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 17, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MINI | |
Entity Registrant Name | MOBILE MINI INC | |
Entity Central Index Key | 911,109 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,403,312 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 3,704 | $ 3,739 |
Receivables, net of allowance for doubtful accounts of $3,392 and $2,442 at June 30, 2015 and December 31, 2014, respectively | 78,265 | 81,031 |
Inventories | 17,487 | 16,736 |
Rental fleet, net | 944,618 | 1,087,056 |
Property, plant and equipment, net | 120,524 | 113,175 |
Deposits and prepaid expenses | 12,089 | 8,586 |
Deferred financing costs, net and other assets | 7,919 | 8,858 |
Intangibles, net | 75,500 | 78,385 |
Goodwill | 707,086 | 705,608 |
Total assets | 1,967,192 | 2,103,174 |
Liabilities: | ||
Accounts payable | 35,004 | 22,933 |
Accrued liabilities | 57,657 | 63,727 |
Lines of credit | 630,737 | 705,518 |
Obligations under capital leases | 29,539 | 24,918 |
Senior Notes | 200,000 | 200,000 |
Deferred income taxes | 219,226 | 231,547 |
Total liabilities | $ 1,172,163 | $ 1,248,643 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock $.01 par value, 20,000 shares authorized, none issued | ||
Common stock $.01 par value, 95,000 shares authorized, 49,132 issued and 45,407 outstanding at June 30, 2015 and 49,015 issued and 46,157 outstanding at December 31, 2014 | $ 491 | $ 490 |
Additional paid-in capital | 577,291 | 569,083 |
Retained earnings | 345,536 | 380,504 |
Accumulated other comprehensive loss | (29,131) | (29,870) |
Treasury stock, at cost, 3,725 and 2,858 shares at June 30, 2015 and December 31, 2014, respectively | (99,158) | (65,676) |
Total stockholders' equity | 795,029 | 854,531 |
Total liabilities and stockholders' equity | $ 1,967,192 | $ 2,103,174 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 3,392 | $ 2,442 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, issued | 49,132,000 | 49,015,000 |
Common stock, outstanding | 45,407,000 | 46,157,000 |
Treasury stock, shares | 3,725,000 | 2,858,000 |
CONDENSED CONSOLIDATED STATEMEN
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 | $ 120,245 | $ 98,041 | $ 243,362 | $ 192,121 |
Sales | 8,199 | 7,982 | 16,171 | 15,848 |
Other | 1,844 | 510 | 3,384 | 968 |
Total revenues | 130,288 | 106,533 | 262,917 | 208,937 |
Costs and expenses: | ||||
Rental, selling and general expenses | 83,104 | 68,149 | 166,150 | 136,505 |
Cost of sales | 5,400 | 5,379 | 10,533 | 10,932 |
Restructuring expenses | 2,444 | 1,731 | 2,927 | 2,316 |
Asset impairment charge and loss on divestiture, net | 1,402 | 274 | 66,128 | 557 |
Depreciation and amortization | 14,538 | 9,305 | 30,077 | 18,450 |
Total costs and expenses | 106,888 | 84,838 | 275,815 | 168,760 |
Income (loss) from operations | 23,400 | 21,695 | (12,898) | 40,177 |
Other expense: | ||||
Interest expense | (8,967) | (7,097) | (18,026) | (14,084) |
Foreign currency exchange | (2) | (2) | (1) | |
Income (loss) before income tax provision (benefit) | 14,431 | 14,598 | (30,926) | 26,092 |
Income tax provision (benefit) | 5,015 | 5,335 | (13,016) | 9,389 |
Net income (loss) | $ 9,416 | $ 9,263 | $ (17,910) | $ 16,703 |
Earnings (loss) per share: | ||||
Basic | $ 0.21 | $ 0.20 | $ (0.39) | $ 0.36 |
Diluted | $ 0.21 | $ 0.20 | $ (0.39) | $ 0.36 |
Weighted average number of common and common share equivalents outstanding: | ||||
Basic | 45,238 | 46,235 | 45,360 | 46,192 |
Diluted | 45,892 | 47,027 | 45,360 | 46,932 |
Cash dividends declared per share | $ 0.19 | $ 0.17 | $ 0.38 | $ 0.34 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 9,416 | $ 9,263 | $ (17,910) | $ 16,703 |
Foreign currency translation adjustment | 12,516 | 6,086 | 739 | 7,266 |
Comprehensive income (loss) | $ 21,932 | $ 15,349 | $ (17,171) | $ 23,969 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (17,910) | $ 16,703 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Asset impairment charge and loss on divestiture, net | 66,128 | 557 |
Provision for doubtful accounts | 1,894 | 1,349 |
Amortization of deferred financing costs | 1,586 | 1,405 |
Amortization of long-term liabilities | 51 | 83 |
Share-based compensation expense | 6,737 | 7,141 |
Depreciation and amortization | 30,077 | 18,450 |
Gain on sale of rental fleet | (3,643) | (2,495) |
Loss on disposal of property, plant and equipment | 1,482 | 359 |
Deferred income taxes | (13,420) | 9,189 |
Foreign currency transaction loss | 2 | 1 |
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||
Receivables | 495 | (2,609) |
Inventories | (750) | 55 |
Deposits and prepaid expenses | (2,926) | (1,856) |
Other assets and intangibles | (5) | (11) |
Accounts payable | 4,820 | 2,431 |
Accrued liabilities | (3,717) | (1,467) |
Net cash provided by operating activities | 70,901 | 49,285 |
Cash Flows from Investing Activities: | ||
Proceeds from mobile wood office divestiture, net | 84,500 | |
Cash paid for businesses acquired, net of cash acquired | (1,200) | (16,260) |
Additions to rental fleet, excluding acquisitions | (27,809) | (8,150) |
Proceeds from sale of rental fleet | 9,375 | 12,019 |
Additions to property, plant and equipment, excluding acquisitions | (11,612) | (4,741) |
Proceeds from sale of property, plant and equipment | 1,677 | 1,451 |
Net cash provided by (used in) investing activities | 54,931 | (15,681) |
Cash Flows from Financing Activities: | ||
Net repayments under lines of credit | (74,782) | (19,189) |
Deferred financing costs | (113) | |
Principal payments on capital lease obligations | (1,817) | (766) |
Issuance of common stock | 1,473 | 2,062 |
Dividend payments | (16,964) | (15,719) |
Purchase of treasury stock | (33,482) | (463) |
Net cash used in financing activities | (125,685) | (34,075) |
Effect of exchange rate changes on cash | (182) | (217) |
Net decrease in cash | (35) | (688) |
Cash and cash equivalents at beginning of period | 3,739 | 1,256 |
Cash and cash equivalents at end of period | 3,704 | 568 |
Supplemental Disclosure of Cash Flow Information: | ||
Equipment acquired through capital lease obligations | 6,467 | 7,286 |
Capital expenditures accrued or payable | $ 9,870 | $ 1,404 |
Mobile Mini, Organization and D
Mobile Mini, Organization and Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Mobile Mini, Organization and Description of Business | (1) Mobile Mini, Organization and Description of Business Mobile Mini, Inc., a Delaware corporation, is a leading provider of portable storage and specialty containment solutions. In these notes, the terms “Mobile Mini” and the “Company” refer to Mobile Mini, Inc. In December 2014, the Company acquired Gulf Tanks Holdings, Inc. (“GTH”), the parent company of Houston, Texas-based Evergreen Tank Solutions (“ETS”). The transaction, referred to as the “ETS Acquisition,” closed on December 10, 2014. On April 16, 2015, the Company entered into a definitive agreement to sell its wood mobile offices within its North American Portable Storage segment for a cash price of $92.0 million, less associated assumed liabilities of approximately $6.8 million. Cash received is net of transaction costs, as well as escrow amounts and subject to customary post-closing adjustments. The transaction closed on May 15, 2015, resulting in the divestiture of the Company’s approximately 9,400 wood mobile units on that date. At June 30, 2015, Mobile Mini has a fleet of portable storage units operating throughout the U.S., Canada and the U.K. The Company has a diversified customer base for its portable storage products, including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the military, hotels, restaurants, entertainment complexes and households. These customers use the products for a wide variety of applications, including the storage of retail and manufacturing inventory, construction materials and equipment, and documents and records. The ETS Acquisition resulted in the addition of a fleet of specialty containment products, including liquid and solid containment units rented primarily to chemical, refinery, oil and natural gas drilling, mining and environmental service customers. The operating results of ETS are included in the three- and six-month periods ended June 30, 2015. Basis of Presentation and 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. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management of Mobile Mini, Inc., all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made. The results of operations for the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2014 audited consolidated financial statements and accompanying notes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2015. Use of Estimates The preparation of financial statements in conformity with 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 rental fleet, property, plant and equipment, goodwill and other asset impairments and certain accrued liabilities. Reclassifications Certain amounts in the consolidated statements of operations for the three months ended March 31, 2015, which is included in the year-to-date period ended June 30, 2015, have been reclassified to conform to the current period presentation. The reclassifications have no effect on total revenues, loss from operations, net loss or net loss per common share. For the previously reported three-month period ended March 31, 2015, the reclassifications resulted in $2.1 million and $1.2 million increases to rental revenues and sales revenues, respectively, with an offsetting decrease to other revenue. For the same period, cost of sales increased $0.9 million, and rental, selling and general expenses decreased by the same amount. These reclassifications are related to the specialty containment business acquired in December 2014; accordingly, there are no corresponding prior period reclassifications. The revenues reclassified to rental revenues from other revenues consist of ancillary services such as equipment cleaning fees and equipment installation. The items reclassified from other revenues to sales include sales of certain ancillary products. Costs associated with these sales have also been reclassified to cost of sales from rental, selling and general expenses. The Company believes the current presentation better reflects the nature of the underlying financial statement items. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Revenue from Contracts with Customers. Simplifying the Presentation of Debt Issuance Costs. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (3) Fair Value Measurements 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 utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs 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. At June 30, 2015 and December 31, 2014, the Company did not have any financial instruments required to be recorded at fair value on a recurring basis. 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 June 30, 2015 and December 31, 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 “Senior Notes”) is based on their latest sales price at the end of each period obtained from a third-party institution which is considered a Level 2 input in the fair value hierarchy, 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: June 30, December 31, (In thousands) Carrying value $ 200,000 $ 200,000 Fair value 210,250 206,000 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | (4) Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) 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 nonvested share-awards, which are subject to risk of forfeiture, and incremental shares of common stock issuable upon the exercise of stock options. The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted EPS for the three and six months ended June 30: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands, except (In thousands, except Numerator: Net income (loss) $ 9,416 $ 9,263 $ (17,910 ) $ 16,703 Basic EPS Denominator: Common shares outstanding beginning of period 45,450 46,229 45,814 46,084 Weighted shares (repurchased) issued during the period (212 ) 6 (454 ) 108 Total weighted average shares outstanding 45,238 46,235 45,360 46,192 Diluted EPS Denominator: Common shares outstanding beginning of period 45,450 46,229 45,814 46,084 Net weighted shares (repurchased) issued during the period (212 ) 6 (454 ) 108 Dilutive effect of stock options and nonvested share awards during the period (1) 654 792 — 740 Total weighted average shares outstanding 45,892 47,027 45,360 46,932 Earnings (loss) per share: Basic $ 0.21 $ 0.20 $ (0.39 ) $ 0.36 Diluted 0.21 0.20 (0.39 ) 0.36 (1) Common stock equivalents of approximately 0.6 million were excluded from the calculation of diluted earnings per share for the six-month period ended June 30, 2015 because their inclusion would reduce the net loss per share. Basic weighted average number of common shares outstanding does not include nonvested share-awards of 0.4 million shares as of June 30, 2015 and 2014. 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 periods ended June 30: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Stock options 664 277 637 210 Nonvested share-awards 372 — 380 1 Total 1,036 277 1,017 211 |
Impairment and Divestiture of N
Impairment and Divestiture of North American Wood Mobile Offices | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Impairment and Divestiture of North American Wood Mobile Offices | (5) Impairment and Divestiture of North American Wood Mobile Offices Mobile Mini’s business strategy is to invest in high return, low maintenance, long-lived assets. Wood mobile offices require more maintenance and upkeep than Mobile Mini’s steel containers and ground level offices, resulting in lower margins as compared to other portable storage products, as well as the newly-acquired specialty containment products. During March 2015, the Company entered into discussions regarding the possible sale of Mobile Mini’s wood mobile offices within its North American portable storage segment. The discussions indicated that the fleet might be sold at an amount below carrying value. Mobile Mini reviews long-lived assets such as rental 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. Based upon the events described above, the Company conducted a review for impairment for these particular long-lived assets as of March 31, 2015. The review included assumptions of cash flows considering the likelihood of possible outcomes that existed as of the date of the review, including assigning probabilities to these outcomes. Management estimated fair market value for the wood mobile offices based upon purchase price discussions. Based on this review, management determined that the assets were impaired as of March 31, 2015 and an impairment loss was recognized. On April 16, 2015 the Company entered into a definitive agreement to sell its wood mobile offices within its North American portable storage segment for a cash price of $92.0 million, less associated deferred revenue and customer deposits of $6.8 million. The net assets were reclassified to held for sale as of that date. The transaction closed on May 15, 2015 and the Company recorded a net loss. For the six months ended June 30, 2015, the following amounts were recorded for the impairment and divestiture of the wood mobile office fleet. (In thousands) Estimated fair market value $ 92,000 Net book value: Wood mobile offices in rental fleet 155,429 Ancillary items in property, plant and equipment 1,201 Impairment loss $ (64,630 ) Sale price $ 92,000 Book value of divested assets after impairment 92,000 Selling expenses 1,498 Net loss on sale of wood mobile offices $ (1,498 ) The Company and the purchaser entered into a transition services agreement whereby the Company agreed to provide direct services such as transportation and maintenance for the wood mobile offices on behalf of the purchaser, as well as house units on our leased properties and provide certain administrative services such as billing and cash collection. The revenue related to this agreement is included in other revenue, and the expenses for providing these services are included in rental, selling and general expenses. Services provided are expected to decrease over the next six months. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | (6) Acquisition In the six months ended June 30, 2015, Mobile Mini completed one acquisition of a portable storage business. This acquisition expanded the Company’s existing operations in the Glasgow, Scotland market. The accompanying consolidated financial statements include the operations of the acquired business from the date of acquisition. The aggregate purchase price for the assets acquired were recorded based on their estimated fair values at the date of the acquisition. The Company has not disclosed the pro-forma impact of the acquisition on operations as it was immaterial to the Company’s financial position in the aggregate. The components of the purchase price and net assets acquired during the six months ended June 30, 2015 are as follows (in thousands): Net Assets Acquired: Rental fleet $ 999 Intangible assets: Customer relationships 57 Non-compete agreements 24 Goodwill 120 Total purchase price $ 1,200 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | (7) 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, 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 rental fleet. Inventories at June 30, 2015 and December 31, 2014 consisted of the following: June 30, December 31, (In thousands) Raw materials and supplies $ 15,044 $ 14,241 Work-in-process 205 201 Finished portable storage units 2,238 2,294 Inventories $ 17,487 $ 16,736 |
Rental Fleet
Rental Fleet | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Rental Fleet | (8) Rental Fleet Rental fleet is capitalized at cost and depreciated over the estimated useful life of the unit using the straight-line method. Rental fleet is depreciated whether or not it is out on rent. Capitalized cost of rental 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 rental fleet, practices of competitors in comparable industries, profit margins achieved on sales of depreciated units and rental rates obtained on older units. See Note 5 for information regarding the impairment and divestiture of wood mobile offices during 2015. Appraisals on our portable storage fleet are conducted on a regular basis by an independent appraiser selected by our lenders. Based on the values assigned in the most recent appraisal as of September 30, 2014, our portable storage rental fleet orderly liquidation value was approximately $1.0 billion as of June 30, 2015. In addition, an appraisal of our specialty product fleet was conducted as of December 2014 in conjunction with the ETS Acquisition. Based upon the values assigned in this appraisal, our specialty containment rental fleet orderly liquidation value was approximately $93.6 million as of June 30, 2015. These appraisals were conducted by AccuVal Associates, Incorporated and are used to calculate our available borrowings under our Credit Agreement, as defined in Note 11. The Company’s depreciation expense related to its rental fleet for the six months ended June 30, 2015 and 2014 was $17.4 million and $10.7 million, respectively. At June 30, 2015 and December 31, 2014, all of the Company’s rental fleet units were pledged as collateral under the Credit Agreement. Rental fleet consisted of the following at June 30, 2015 and December 31, 2014: Residual Value Original Cost (1) Useful Life June 30, December 31, (In thousands) Portable Storage: Steel storage containers 55 % 30 $ 607,667 $ 604,547 Steel ground level offices 55 % 30 342,530 329,565 Wood mobile offices 50 % 20 — 208,529 Other 5,038 5,633 Total 955,235 1,148,274 Accumulated depreciation (138,135 ) (182,437 ) Total portable storage fleet, net $ 817,100 $ 965,837 Specialty Containment: Steel tanks 25 $ 54,041 $ 50,843 Roll-off boxes 15 - 20 23,857 19,820 Stainless steel tank trailers 25 24,562 23,283 Vacuum boxes 20 9,456 7,667 De-watering boxes 20 4,943 3,898 Pumps and filtration equipment 7 13,242 11,510 Other 6,583 5,468 Total 136,684 122,489 Accumulated depreciation (9,166 ) (1,270 ) Total specialty containment fleet, net $ 127,518 $ 121,219 Total rental fleet, net $ 944,618 $ 1,087,056 (1) Specialty containment fleet has been assigned zero residual value. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (9) 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 the six months ended June 30, 2015 and 2014 was $9.7 million and $7.1 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 rental, selling and general expenses in the Consolidated Statements of Operations. See Note 5 for information regarding the impairment and divestiture of ancillary equipment related to wood mobile offices during 2015. Property, plant and equipment at June 30, 2015 and December 31, 2014 consisted of the following: Residual Value Original Cost Useful Life June 30, December 31, (In thousands) Land $ 10,940 $ 10,920 Vehicles and machinery 0 - 55% 5 - 30 107,219 114,150 Buildings and improvements (1) 0 - 25 3 - 30 20,733 19,365 Office fixtures and equipment 0 3 - 5 37,830 33,942 Property, plant and equipment 176,722 178,377 Accumulated depreciation (56,198 ) (65,202 ) Property, plant and equipment, net $ 120,524 $ 113,175 (1) Improvements made to leased properties are amortized over the lesser of the estimated remaining life or the remaining term of the respective lease. |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | (10) Goodwill and Intangibles 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. Estimated fair values of acquired assets is provisional and could change as additional information is received. During the six months ended June 30, 2015, primarily due to further analysis of the assets acquired in the ETS acquisition, the associated goodwill was adjusted upward by $0.9 million. The following table shows the activity and balances related to goodwill from January 1, 2015 to June 30, 2015: (In thousands) Balance at January 1, 2015 $ 705,608 Acquisition 120 Foreign currency 475 Adjustments 883 Balance at June 30, 2015 $ 707,086 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 and certain 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 periods presented: June 30, 2015 December 31, 2014 Estimated Gross Accumulated Net Gross Accumulated Net (In thousands) Customer relationships 11 - 20 $ 92,134 $ (22,961 ) $ 69,173 $ 91,990 $ (20,484 ) $ 71,506 Trade names/trademarks 1 - 5 6,075 (1,329 ) 4,746 6,065 (919 ) 5,146 Non-compete agreements 2 - 5 1,795 (253 ) 1,542 1,772 (78 ) 1,694 Other 1 - 19 61 (22 ) 39 61 (22 ) 39 Total $ 100,065 $ (24,565 ) $ 75,500 $ 99,888 $ (21,503 ) $ 78,385 Amortization expense for amortizable intangibles was approximately $3.0 million and $0.6 million for the six-month periods ended June 30, 2015 and 2014, respectively. Based on the carrying value at June 30, 2015, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands): 2015 (remaining) $ 2,898 2016 5,944 2017 5,927 2018 5,975 2019 6,012 Thereafter 48,744 Total $ 75,500 |
Lines of Credit
Lines of Credit | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Lines of Credit | (11) Lines of Credit The Company has a $1.0 billion ABL Credit Agreement with Deutsche Bank AG New York Branch and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for a five-year, revolving credit facility and all amounts outstanding under the Credit Agreement are due on February 22, 2017. The obligations of Mobile Mini and its subsidiary guarantors under the Credit Agreement are secured by a blanket lien on substantially all of its assets. Amounts borrowed under the Credit Agreement and repaid or prepaid during the term may be reborrowed. Outstanding amounts under the Credit Agreement bear interest at the Company’s option at either: (i) LIBOR plus a defined margin, or (ii) the Agent bank’s prime rate plus a margin. The applicable margin for each type of loan is based on an availability-based pricing grid and ranges from 1.75% to 2.25% for LIBOR loans and 0.75% to 1.25% for base rate loans at each measurement date. As of June 30, 2015, the applicable margins are 2.0% for LIBOR loans and 1.0% for base rate loans. Availability of borrowings under the Credit Agreement is subject to a borrowing base calculation based upon a valuation of the Company’s eligible accounts receivable, eligible container fleet (including containers held for sale, work-in-process and raw materials) and machinery and equipment, each multiplied by an applicable advance rate or limit. The rental fleet is appraised at least once annually by a third-party appraisal firm and up to 90% of the net orderly liquidation value, as defined in the Credit Agreement, is included in the borrowing base to determine how much the Company may borrow under the Credit Agreement. The Credit Agreement provides for U.K. borrowings, which are, at the Company’s option, denominated in either Pounds Sterling or Euros, by its U.K. subsidiary based upon a U.K. borrowing base; Canadian borrowings, which are denominated in Canadian dollars, by its Canadian subsidiary based upon a Canadian borrowing base; and U.S. borrowings, which are denominated in U.S. dollars, by the Company based upon a U.S. borrowing base along with any Canadian assets not included in the Canadian subsidiary. The Credit Agreement also contains customary negative covenants, including covenants that restrict the Company’s ability to, among other things: (i) allow certain liens to attach to the Company or its subsidiary assets; (ii) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, prepay certain indebtedness or make acquisitions or other investments subject to Payment Conditions (as defined in the Credit Agreement); and (iii) incur additional indebtedness or engage in certain other types of financing transactions. Payment Conditions allow restricted payments and acquisitions to occur without financial covenants as long as the Company has $250.0 million of pro forma excess borrowing availability under the Credit Agreement. The Company must also comply with specified financial maintenance covenants and affirmative covenants only if the Company falls below $100.0 million of borrowing availability levels with set permitted values for the Debt Ratio and Fixed Charge Coverage Ratio (as defined in the Credit Agreement). The Company was in compliance with the terms of the Credit Agreement as of June 30, 2015, and was above the minimum borrowing availability threshold and therefore not subject to any financial maintenance covenants. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) Income Taxes The Company files U.S. Federal tax returns, U.S. state tax returns and foreign tax returns. The Company has identified its U.S. Federal tax return as its “major” tax jurisdiction. For the U.S. Federal return, its tax years for 2011, 2012 and 2013 are subject to tax examination by the U.S. Internal Revenue Service through September 15, 2015, 2016 and 2017, respectively. The Company does not anticipate that the total amount of unrecognized tax benefit related to any particular tax position will change significantly within the next 12 months. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income before taxes. Penalties and associated interest costs, if any, are recorded in rental, selling and general expenses in its Condensed Consolidated Statements of Operations. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | (13) Share-based Compensation The Company has historically awarded stock options and nonvested share-awards for employees and non-employee directors as a means of attracting and retaining quality personnel and to align employee performance with stockholder value. Stock option plans are approved by the Company’s stockholders and administered by the compensation committee of the board of directors (“Board”). The current plan allows for a variety of equity programs designed to provide flexibility in implementing equity and cash awards, including incentive stock options, nonqualified stock options, nonvested share-awards, restricted stock units, stock appreciation rights, performance stock, performance units and other share-based awards. Participants may be granted any one of the equity awards or any combination. The Company does not award stock options with an exercise price below the market price of the underlying securities on the date of award. As of June 30, 2015, 2.5 million shares remain available for future grants. Generally stock options have contractual terms of ten years. The following table summarizes the Company’s share-based compensation for the three and six months ended June 30: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Share-based compensation expense included in: Rental, selling and general expenses $ 2,615 $ 2,977 $ 5,865 $ 7,141 Restructuring expenses 872 — 872 — Total share-based compensation $ 3,487 $ 2,977 $ 6,737 $ 7,141 As of June 30, 2015, total unrecognized compensation cost related to stock option awards was approximately $7.9 million and the related weighted-average period over which it is expected to be recognized is approximately 1.4 years. As of June 30, 2015, the unrecognized compensation cost related to nonvested share-awards was approximately $8.4 million, which is expected to be recognized over a weighted-average period of approximately 2.3 years. Stock options. 2015 2014 Risk-free interest rate 1.3% - 1.5% 1.5% - 1.7 % Expected life of the options (years) 5 5 Expected stock price volatility 35.6% - 35.7% 37.1 - 38.4 % Expected dividend rate 1.8% - 2.0% 1.5% - 1.6 % The following table summarizes stock option activity for the six months ended June 30, 2015 (share amounts in thousands): Number of Weighted Options outstanding, beginning of period 2,649 $ 32.33 Granted 363 42.80 Canceled/Expired (25 ) 45.40 Exercised (50 ) 29.18 Options outstanding, end of period 2,937 33.56 A summary of stock options outstanding as of June 30, 2015, is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Outstanding 2,937 $ 33.56 7.84 $ 26,570 Vested and expected to vest 2,850 33.36 7.80 26,316 Exercisable 1,651 31.15 7.40 18,477 The aggregate intrinsic value of options exercised during the six months ended June 30, 2015, was approximately $0.6 million and the weighted average fair value of stock options granted was $8.42. Nonvested share-awards. Shares Weighted Average Nonvested at beginning of period 343 $ 27.99 Awarded 82 37.22 Released (52 ) 33.90 Forfeited (16 ) 23.77 Nonvested at end of period 357 29.44 The total fair value of nonvested share-awards that vested during the six months ended June 30, 2015 was $1.8 million. |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | (14) Restructuring Costs The Company has undergone restructuring actions to align its business operations. These activities materially change the scope of the business or the manner in which the business is conducted. In 2015, restructuring costs relate primarily to activities associated with the integration of ETS into the existing Mobile Mini infrastructure, including the Company’s shift from managing its operations on a product-oriented basis to a geographic, customer-focused organization. To support this shift, the Company also aligned sales leadership with operational leadership. The 2014 restructuring costs primarily relate the closure of the Company’s Belfast, North Ireland location as well as the transition of key leadership positions. The accrued restructuring obligations as of June 30, 2015 were related to the Company’s operations in North America. The following table details accrued restructuring obligations (included in accrued liabilities in the Consolidated Balance Sheets) and related activity for the year ended December 31, 2014 and the six-month period ended June 30, 2015. Severance Lease Other Total (In thousands) Accrued obligations as of January 1, 2014 $ 613 $ 1,063 $ — $ 1,676 Restructuring expense 1,826 318 1,398 3,542 Settlement of obligations (1,998 ) (705 ) (1,398 ) (4,101 ) Accrued obligations as of December 31, 2014 441 676 — 1,117 Restructuring expense 2,874 38 15 2,927 Settlement of obligations (2,289 ) (129 ) (9 ) (2,427 ) Accrued obligations as of June 30, 2015 $ 1,026 $ 585 $ 6 $ 1,617 The majority of accrued obligations are expected to be paid out through the year 2015 or early 2016, with the exception of a lease that will continue into the first quarter of 2019. The following amounts are included in restructuring expense for the periods indicated: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Severance and benefits $ 2,410 $ 299 $ 2,874 $ 639 Lease abandonment costs 19 179 38 318 Other costs 15 1,253 15 1,359 Restructuring expenses $ 2,444 $ 1,731 $ 2,927 $ 2,316 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (15) Commitments and Contingencies Mobile Mini is a party to various claims and litigation in the normal course of business. Management’s current estimated range of liability related to various claims and pending litigation is based on claims for which management can determine that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Because of the uncertainties related to both the probability of incurred and possible range of loss on pending claims and litigation, management must use considerable judgment in making a reasonable determination of the liability that could result from an unfavorable outcome. As additional information becomes available estimates will be revised as appropriate. Management does not anticipate the resolution of such matters known at this time will have a material adverse effect on our business or consolidated financial position. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | (16) Stockholders’ Equity Dividends On January 21, 2015 and April 29, 2015, the Board authorized and declared a cash dividend to all the Company’s common stockholders of $0.187 per share of common stock. These dividends were paid on March 19, 2015 and June 3, 2015, respectively, to all stockholders of record as of the close of business on March 5, 2015 and May 20, 2015. Each future quarterly dividend payment is subject to review and approval by the Board. In addition, the Company’s Credit Agreement contains restrictions on the declaration and payment of dividends. Treasury stock On November 6, 2013, the Board approved a share repurchase program authorizing up to $125.0 million of the Company’s outstanding shares of common stock to be repurchased, and on April 17, 2015 authorized an additional $50.0 million for the repurchase program, for a total of $175.0 million. The shares may be repurchased from time to time in the open market or in privately negotiated transactions. The share repurchases are subject to prevailing market conditions and other considerations. The share repurchase program does not have an expiration date and may be suspended or terminated at any time by the Board. All shares repurchased are held in treasury. During the six months ended June 30, 2015, the Company purchased approximately 0.9 million shares of its common stock at a cost of $33.1 million under the authorized share repurchase program, and approximately $117.0 million is available for repurchase as of June 30, 2015. In addition, the Company withheld approximately 10,000 shares of stock from employees, for an approximate value of $0.4 million, upon vesting of share awards to satisfy minimum tax withholding obligations. These shares were not acquired pursuant to the share repurchase program. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | (17) Segment Reporting Prior to the ETS Acquisition, the Company’s operations were comprised of two reportable segments: North America and the U.K., both of which offer portable storage solutions. Discrete financial data on each of the Company’s products is not available and it would be impractical to collect and maintain financial data in such a manner. As a result of the ETS Acquisition, the Company established a new specialty containment reporting segment. Operations related to ETS are included in Mobile Mini’s consolidated results for the six months ended June 30, 2015. The results for each segment are reviewed discretely by senior management. All of the Company’s locations operate in their local currency and, although the Company is exposed to foreign exchange rate fluctuation in foreign markets where the Company rents and sells its products, the Company does not believe such exposure will have a significant impact on its results of operations. The following tables set forth certain information regarding each of the Company’s segments for the three-month periods ended June 30, 2015 and 2014. For the Three Months Ended June 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 74,200 $ 20,836 $ 95,036 $ 25,209 $ 120,245 Sales 5,042 1,058 6,100 2,099 8,199 Other 1,726 103 1,829 15 1,844 Total revenues 80,968 21,997 102,965 27,323 130,288 Costs and expenses: Rental, selling and general expenses 53,562 13,452 67,014 16,090 83,104 Cost of sales 3,136 852 3,988 1,412 5,400 Restructuring expenses 1,470 — 1,470 974 2,444 Asset impairment charge and loss on divestiture, net 1,402 — 1,402 — 1,402 Depreciation and amortization 6,530 1,642 8,172 6,366 14,538 Total costs and expenses 66,100 15,946 82,046 24,842 106,888 Income from operations $ 14,868 $ 6,051 $ 20,919 $ 2,481 $ 23,400 Interest expense, net of interest income $ 6,053 $ 224 $ 6,277 $ 2,690 $ 8,967 Income tax provision (benefit) 3,809 1,295 5,104 (89 ) 5,015 For the Three Months Ended June 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 78,013 $ 20,028 $ 98,041 $ — $ 98,041 Sales 6,910 1,072 7,982 — 7,982 Other 405 105 510 — 510 Total revenues 85,328 21,205 106,533 — 106,533 Costs and expenses: Rental, selling and general expenses 53,976 14,173 68,149 — 68,149 Cost of sales 4,620 759 5,379 — 5,379 Restructuring expenses 305 1,426 1,731 — 1,731 Asset impairment charge, net 274 — 274 — 274 Depreciation and amortization 7,582 1,723 9,305 — 9,305 Total costs and expenses 66,757 18,081 84,838 — 84,838 Income from operations $ 18,571 $ 3,124 $ 21,695 $ — $ 21,695 Interest expense, net of interest income $ 6,870 $ 227 $ 7,097 $ — $ 7,097 Income tax provision 4,609 726 5,335 — 5,335 The following tables set forth certain information regarding each of the Company’s segments for the six-month periods ended June 30, 2015 and 2014. For the Six Months Ended June 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 153,184 $ 40,856 $ 194,040 $ 49,322 $ 243,362 Sales 10,025 2,037 12,062 4,109 16,171 Other 3,165 193 3,358 26 3,384 Total revenues 166,374 43,086 209,460 53,457 262,917 Costs and expenses: Rental, selling and general expenses 107,142 27,104 134,246 31,904 166,150 Cost of sales 6,258 1,594 7,852 2,681 10,533 Restructuring expenses 1,687 — 1,687 1,240 2,927 Asset impairment charge and loss on divestiture, net 66,128 — 66,128 — 66,128 Depreciation and amortization 14,420 3,218 17,638 12,439 30,077 Total costs and expenses 195,635 31,916 227,551 48,264 275,815 (Loss) income from operations $ (29,261 ) $ 11,170 $ (18,091 ) $ 5,193 $ (12,898 ) Interest expense, net of interest income $ 12,201 $ 442 $ 12,643 $ 5,383 $ 18,026 Income tax (benefit) provision (15,189 ) 2,254 (12,935 ) (81 ) (13,016 ) For the Six Months Ended June 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 153,496 $ 38,625 $ 192,121 $ — $ 192,121 Sales 13,488 2,360 15,848 — 15,848 Other 759 209 968 — 968 Total revenues 167,743 41,194 208,937 — 208,937 Costs and expenses: Rental, selling and general expenses 108,683 27,822 136,505 — 136,505 Cost of sales 9,210 1,722 10,932 — 10,932 Restructuring expenses 702 1,614 2,316 — 2,316 Asset impairment charge, net 433 124 557 — 557 Depreciation and amortization 15,000 3,450 18,450 — 18,450 Total costs and expenses 134,028 34,732 168,760 — 168,760 Income from operations $ 33,715 $ 6,462 $ 40,177 $ — $ 40,177 Interest expense, net of interest income $ 13,617 $ 467 $ 14,084 $ — $ 14,084 Income tax provision 7,908 1,481 9,389 — 9,389 The above schedules include revenues in the U.S. of $107.2 million and $83.8 million for the three-month periods ended June 30, 2015 and 2014, respectively, and revenues in the U.S. of $217.6 million and $165.0 million for the six-month periods ended June 30, 2015 and 2014, respectively Assets related to the Company’s segments include the following: Portable Storage North United Total Specialty Consolidated (In thousands) As of June 30, 2015: Goodwill $ 458,937 $ 65,298 $ 524,235 $ 182,851 $ 707,086 Intangibles 1,716 564 2,280 73,220 75,500 Rental Fleet 664,131 152,969 817,100 127,518 944,618 Property Plant and Equipment 90,298 16,247 106,545 13,979 120,524 As of December 31, 2014: Goodwill $ 459,234 $ 64,402 $ 523,636 $ 181,972 $ 705,608 Intangibles 2,119 651 2,770 75,615 78,385 Rental Fleet 825,158 140,679 965,837 121,219 1,087,056 Property Plant and Equipment 82,514 16,488 99,002 14,173 113,175 The above schedule includes assets in the U.S. of $1.6 billion and $1.7 billion as of June 30, 2015 and December 31, 2014, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events Declaration of quarterly dividend On July 21, 2015, the Company’s Board authorized and declared a quarterly dividend to all the Company’s common stockholders of $0.187 per share of common stock, payable on September 2, 2015 to all stockholders of record as of the close of business on August 19, 2015. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Information | (19) Condensed Consolidating Financial Information The following tables reflect the condensed consolidating financial information of the Company’s subsidiary guarantors of the Senior Notes and its non-guarantor subsidiaries. Separate financial statements of the subsidiary guarantors are not presented because the guarantee by each 100% owned subsidiary guarantor is full and unconditional, joint and several, subject to customary exceptions, and management has determined that such information is not material to investors. MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 2,535 $ 1,169 $ — $ 3,704 Receivables, net 58,258 20,007 — 78,265 Inventories 16,287 1,200 — 17,487 Rental fleet, net 780,800 163,818 — 944,618 Property, plant and equipment, net 103,303 17,221 — 120,524 Deposits and prepaid expenses 8,683 3,406 — 12,089 Deferred financing costs, net and other assets 7,919 — — 7,919 Intangibles, net 74,853 647 — 75,500 Goodwill 636,835 70,251 — 707,086 Intercompany receivables 144,053 33,905 (177,958 ) — Total assets $ 1,833,526 $ 311,624 $ (177,958 ) $ 1,967,192 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 25,355 $ 9,649 $ — $ 35,004 Accrued liabilities 50,204 7,453 — 57,657 Lines of credit 625,750 4,987 — 630,737 Obligations under capital leases 29,408 131 — 29,539 Senior Notes 200,000 — — 200,000 Deferred income taxes 199,389 19,837 — 219,226 Intercompany payables — 67 (67 ) — Total liabilities 1,130,106 42,124 (67 ) 1,172,163 Commitments and contingencies Stockholders’ equity: Common stock 491 18,388 (18,388 ) 491 Additional paid-in capital 577,291 160,347 (160,347 ) 577,291 Retained earnings 224,796 119,896 844 345,536 Accumulated other comprehensive loss — (29,131 ) — (29,131 ) Treasury stock, at cost (99,158 ) — — (99,158 ) Total stockholders’ equity 703,420 269,500 (177,891 ) 795,029 Total liabilities and stockholders’ equity $ 1,833,526 $ 311,624 $ (177,958 ) $ 1,967,192 MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 2,977 $ 762 $ — $ 3,739 Receivables, net 62,033 18,998 — 81,031 Inventories 15,371 1,365 — 16,736 Rental fleet, net 934,433 152,623 — 1,087,056 Property, plant and equipment, net 95,509 17,666 — 113,175 Deposits and prepaid expenses 7,375 1,211 — 8,586 Deferred financing costs, net and other assets 8,858 — — 8,858 Intangibles, net 77,629 756 — 78,385 Goodwill 635,943 69,665 — 705,608 Intercompany receivables 145,018 33,971 (178,989 ) — Total assets $ 1,985,146 $ 297,017 $ (178,989 ) $ 2,103,174 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 14,803 $ 8,130 $ — $ 22,933 Accrued liabilities 56,104 7,623 — 63,727 Lines of credit 702,135 3,383 — 705,518 Obligations under capital leases 24,760 158 — 24,918 Senior Notes 200,000 — — 200,000 Deferred income taxes 215,184 17,367 (1,004 ) 231,547 Intercompany payables — 94 (94 ) — Total liabilities 1,212,986 36,755 (1,098 ) 1,248,643 Commitments and contingencies Stockholders’ equity: Common stock 490 18,388 (18,388 ) 490 Additional paid-in capital 569,083 160,347 (160,347 ) 569,083 Retained earnings 268,263 111,397 844 380,504 Accumulated other comprehensive loss — (29,870 ) — (29,870 ) Treasury stock, at cost (65,676 ) — — (65,676 ) Total stockholders’ equity 772,160 260,262 (177,891 ) 854,531 Total liabilities and stockholders’ equity $ 1,985,146 $ 297,017 $ (178,989 ) $ 2,103,174 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 98,354 $ 21,891 $ — $ 120,245 Sales 7,078 1,121 — 8,199 Other 1,739 105 — 1,844 Total revenues 107,171 23,117 — 130,288 Costs and expenses: Rental, selling and general expenses 68,873 14,231 — 83,104 Cost of sales 4,506 894 — 5,400 Restructuring expenses 2,444 — — 2,444 Asset impairment charge and loss on divestiture, net 1,384 18 — 1,402 Depreciation and amortization 12,785 1,753 — 14,538 Total costs and expenses 89,992 16,896 — 106,888 Income from operations 17,179 6,221 — 23,400 Other income (expense): Interest income 2,661 — (2,661 ) — Interest expense (11,245 ) (383 ) 2,661 (8,967 ) Foreign currency exchange — (2 ) — (2 ) Income before income tax provision 8,595 5,836 — 14,431 Income tax provision 3,720 1,295 — 5,015 Net income $ 4,875 $ 4,541 $ — $ 9,416 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 4,875 $ 4,541 $ — $ 9,416 Foreign currency translation adjustment — 12,516 — 12,516 Comprehensive income $ 4,875 $ 17,057 $ — $ 21,932 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 76,613 $ 21,428 $ — $ 98,041 Sales 6,807 1,175 — 7,982 Other 403 107 — 510 Total revenues 83,823 22,710 — 106,533 Costs and expenses: Rental, selling and general expenses 52,904 15,245 — 68,149 Cost of sales 4,548 831 — 5,379 Restructuring expenses 305 1,426 — 1,731 Asset impairment charge, net 280 (6 ) — 274 Depreciation and amortization 7,443 1,862 — 9,305 Total costs and expenses 65,480 19,358 — 84,838 Income from operations 18,343 3,352 — 21,695 Other income (expense): Interest income 21 — (21 ) — Interest expense (6,719 ) (399 ) 21 (7,097 ) Foreign currency exchange — — — — Income before income tax provision 11,645 2,953 — 14,598 Income tax provision 4,609 726 — 5,335 Net income $ 7,036 $ 2,227 $ — $ 9,263 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 7,036 $ 2,227 $ — $ 9,263 Foreign currency translation adjustment — 6,086 — 6,086 Comprehensive income $ 7,036 $ 8,313 $ — $ 15,349 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 200,461 $ 42,901 $ — $ 243,362 Sales 13,995 2,176 — 16,171 Other 3,189 195 — 3,384 Total revenues 217,645 45,272 — 262,917 Costs and expenses: Rental, selling and general expenses 137,547 28,603 — 166,150 Cost of sales 8,843 1,690 — 10,533 Restructuring expenses 2,927 — — 2,927 Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Depreciation and amortization 26,633 3,444 — 30,077 Total costs and expenses 242,060 33,755 — 275,815 (Loss) income from operations (24,415 ) 11,517 — (12,898 ) Other income (expense): Interest income 5,323 — (5,323 ) — Interest expense (22,588 ) (761 ) 5,323 (18,026 ) Foreign currency exchange — (2 ) — (2 ) (Loss) income before income tax (benefit) provision (41,680 ) 10,754 — (30,926 ) Income tax (benefit) provision (15,271 ) 2,255 — (13,016 ) Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Foreign currency translation adjustment — 739 739 Comprehensive (loss) income $ (26,409 ) $ 9,238 $ — $ (17,171 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 150,881 $ 41,240 $ — $ 192,121 Sales 13,334 2,514 — 15,848 Other 754 214 — 968 Total revenues 164,969 43,968 — 208,937 Costs and expenses: Rental, selling and general expenses 106,612 29,893 — 136,505 Cost of sales 9,100 1,832 — 10,932 Restructuring expenses 702 1,614 — 2,316 Asset impairment charge, net 416 141 — 557 Depreciation and amortization 14,720 3,730 — 18,450 Total costs and expenses 131,550 37,210 — 168,760 Income from operations 33,419 6,758 — 40,177 Other income (expense): Interest income 51 — (51 ) — Interest expense (13,318 ) (817 ) 51 (14,084 ) Foreign currency exchange — (1 ) — (1 ) Income before income tax provision 20,152 5,940 — 26,092 Income tax provision 7,908 1,481 — 9,389 Net income $ 12,244 $ 4,459 $ — $ 16,703 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 12,244 $ 4,459 $ — $ 16,703 Foreign currency translation adjustment — 7,266 — 7,266 Comprehensive income $ 12,244 $ 11,725 $ — $ 23,969 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Provision for doubtful accounts 1,527 367 — 1,894 Amortization of deferred financing costs 1,557 29 — 1,586 Amortization of long-term liabilities 50 1 — 51 Share-based compensation expense 6,548 189 — 6,737 Depreciation and amortization 26,633 3,444 — 30,077 Gain on sale of rental fleet units (3,417 ) (226 ) — (3,643 ) Loss on disposal of property, plant and equipment 1,132 350 — 1,482 Deferred income taxes (15,674 ) 2,254 — (13,420 ) Foreign currency loss — 2 — 2 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 1,659 (1,164 ) — 495 Inventories (915 ) 165 — (750 ) Deposits and prepaid expenses (783 ) (2,143 ) — (2,926 ) Other assets and intangibles (5 ) — — (5 ) Accounts payable 5,217 (397 ) — 4,820 Accrued liabilities (3,484 ) (233 ) — (3,717 ) Intercompany 835 (736 ) (99 ) — Net cash provided by operating activities 60,581 10,419 (99 ) 70,901 Cash Flows from Investing Activities: Proceeds from mobile wood office divestiture 84,473 27 — 84,500 Cash paid for businesses, net of cash acquired — (1,200 ) — (1,200 ) Additions to rental fleet (17,749 ) (10,060 ) — (27,809 ) Proceeds from sale of rental fleet units 8,243 1,132 — 9,375 Additions to property, plant and equipment (9,957 ) (1,655 ) — (11,612 ) Proceeds from sale of property, plant and equipment 1,228 449 — 1,677 Net cash provided by (used in) investing activities 66,238 (11,307 ) — 54,931 Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit (76,385 ) 1,504 99 (74,782 ) Deferred financing costs (113 ) — — (113 ) Principal payments on capital lease obligations (1,790 ) (27 ) — (1,817 ) Issuance of common stock 1,473 — — 1,473 Dividend payments (16,964 ) — — (16,964 ) Purchase of treasury stock (33,482 ) — — (33,482 ) Net cash (used in) provided by financing activities (127,261 ) 1,477 99 (125,685 ) Effect of exchange rate changes on cash — (182 ) — (182 ) Net (decrease) increase in cash (442 ) 407 — (35 ) Cash and cash equivalents at beginning of period 2,977 762 — 3,739 Cash and cash equivalents at end of period $ 2,535 $ 1,169 $ — $ 3,704 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 12,244 $ 4,459 $ — $ 16,703 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment charge, net 416 141 — 557 Provision for doubtful accounts 1,102 247 — 1,349 Amortization of deferred financing costs 1,375 30 — 1,405 Amortization of long-term liabilities 81 2 — 83 Share-based compensation expense 6,767 374 — 7,141 Depreciation and amortization 14,720 3,730 — 18,450 Gain on sale of rental fleet units (3,237 ) 742 — (2,495 ) Loss on disposal of property, plant and equipment 199 160 — 359 Deferred income taxes 7,728 1,461 — 9,189 Foreign currency loss — 1 — 1 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (1,114 ) (1,495 ) — (2,609 ) Inventories 232 (177 ) — 55 Deposits and prepaid expenses (1,609 ) (247 ) — (1,856 ) Other assets and intangibles 19 (30 ) — (11 ) Accounts payable 879 1,552 — 2,431 Accrued liabilities (1,601 ) 134 — (1,467 ) Intercompany 2,290 (2,290 ) — — Net cash provided by operating activities 40,491 8,794 — 49,285 Cash Flows from Investing Activities: Cash paid for businesses, net of cash acquired (16,260 ) — — (16,260 ) Additions to rental fleet (4,871 ) (3,279 ) — (8,150 ) Proceeds from sale of rental fleet units 9,717 2,302 — 12,019 Additions to property, plant and equipment (3,891 ) (850 ) — (4,741 ) Proceeds from sale of property, plant and equipment 1,145 306 — 1,451 Net cash used in investing activities (14,160 ) (1,521 ) — (15,681 ) Cash Flows from Financing Activities: Net repayments under lines of credit (10,821 ) (8,368 ) — (19,189 ) Principal payments on capital lease obligations (766 ) — — (766 ) Issuance of common stock 2,062 — — 2,062 Dividend payments (15,719 ) — — (15,719 ) Purchase of treasury stock (463 ) — — (463 ) Net cash used in financing activities (25,707 ) (8,368 ) — (34,075 ) Effect of exchange rate changes on cash — (217 ) — (217 ) Net increase (decrease) in cash 624 (1,312 ) — (688 ) Cash and cash equivalents at beginning of period (190 ) 1,446 — 1,256 Cash and cash equivalents at end of period $ 434 $ 134 $ — $ 568 |
Mobile Mini, Organization and26
Mobile Mini, Organization and Description of Business (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and 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. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management of Mobile Mini, Inc., all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made. The results of operations for the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2014 audited consolidated financial statements and accompanying notes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2015. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 rental fleet, property, plant and equipment, goodwill and other asset impairments and certain accrued liabilities. |
Reclassifications | Reclassifications Certain amounts in the consolidated statements of operations for the three months ended March 31, 2015, which is included in the year-to-date period ended June 30, 2015, have been reclassified to conform to the current period presentation. The reclassifications have no effect on total revenues, loss from operations, net loss or net loss per common share. For the previously reported three-month period ended March 31, 2015, the reclassifications resulted in $2.1 million and $1.2 million increases to rental revenues and sales revenues, respectively, with an offsetting decrease to other revenue. For the same period, cost of sales increased $0.9 million, and rental, selling and general expenses decreased by the same amount. These reclassifications are related to the specialty containment business acquired in December 2014; accordingly, there are no corresponding prior period reclassifications. The revenues reclassified to rental revenues from other revenues consist of ancillary services such as equipment cleaning fees and equipment installation. The items reclassified from other revenues to sales include sales of certain ancillary products. Costs associated with these sales have also been reclassified to cost of sales from rental, selling and general expenses. The Company believes the current presentation better reflects the nature of the underlying financial statement items. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Revenue from Contracts with Customers. Simplifying the Presentation of Debt Issuance Costs. |
Fair Value Measurements, Policy | 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 utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs 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. |
Earnings Per Share | Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) 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 nonvested share-awards, which are subject to risk of forfeiture, and incremental shares of common stock issuable upon the exercise of stock options. |
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, 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 rental fleet. |
Rental Fleet, Policy | Rental fleet is capitalized at cost and depreciated over the estimated useful life of the unit using the straight-line method. Rental fleet is depreciated whether or not it is out on rent. Capitalized cost of rental 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 rental fleet, practices of competitors in comparable industries, profit margins achieved on sales of depreciated units and rental 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 the six months ended June 30, 2015 and 2014 was $9.7 million and $7.1 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 rental, selling and general expenses in the Consolidated Statements of Operations. See Note 5 for information regarding the impairment and divestiture of ancillary equipment related to wood mobile offices during 2015. |
Income Tax Uncertainties, Policy | The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. |
Segment Reporting, Policy | Prior to the ETS Acquisition, the Company’s operations were comprised of two reportable segments: North America and the U.K., both of which offer portable storage solutions. Discrete financial data on each of the Company’s products is not available and it would be impractical to collect and maintain financial data in such a manner. As a result of the ETS Acquisition, the Company established a new specialty containment reporting segment. Operations related to ETS are included in Mobile Mini’s consolidated results for the six months ended June 30, 2015. The results for each segment are reviewed discretely by senior management. All of the Company’s locations operate in their local currency and, although the Company is exposed to foreign exchange rate fluctuation in foreign markets where the Company rents and sells its products, the Company does not believe such exposure will have a significant impact on its results of operations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Carrying and Fair Value of Senior Notes | The carrying value and the fair value of the Company’s Senior Notes are as follows: June 30, December 31, (In thousands) Carrying value $ 200,000 $ 200,000 Fair value 210,250 206,000 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income (Loss) and Weighted-Average Shares of Common Stock Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share | The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted EPS for the three and six months ended June 30: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands, except (In thousands, except Numerator: Net income (loss) $ 9,416 $ 9,263 $ (17,910 ) $ 16,703 Basic EPS Denominator: Common shares outstanding beginning of period 45,450 46,229 45,814 46,084 Weighted shares (repurchased) issued during the period (212 ) 6 (454 ) 108 Total weighted average shares outstanding 45,238 46,235 45,360 46,192 Diluted EPS Denominator: Common shares outstanding beginning of period 45,450 46,229 45,814 46,084 Net weighted shares (repurchased) issued during the period (212 ) 6 (454 ) 108 Dilutive effect of stock options and nonvested share awards during the period (1) 654 792 — 740 Total weighted average shares outstanding 45,892 47,027 45,360 46,932 Earnings (loss) per share: Basic $ 0.21 $ 0.20 $ (0.39 ) $ 0.36 Diluted 0.21 0.20 (0.39 ) 0.36 (1) Common stock equivalents of approximately 0.6 million were excluded from the calculation of diluted earnings per share for the six-month period ended June 30, 2015 because their inclusion would reduce the net loss per share. |
Number of Stock Options and Nonvested Share-Awards that were Issued or Outstanding but were Excluded in Calculating Diluted Earnings Per Share Because their Effect would have been Anti-Dilutive | 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 periods ended June 30: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Stock options 664 277 637 210 Nonvested share-awards 372 — 380 1 Total 1,036 277 1,017 211 |
Impairment and Divestiture of29
Impairment and Divestiture of North American Wood Mobile Offices (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Impairment and Divestiture | For the six months ended June 30, 2015, the following amounts were recorded for the impairment and divestiture of the wood mobile office fleet. (In thousands) Estimated fair market value $ 92,000 Net book value: Wood mobile offices in rental fleet 155,429 Ancillary items in property, plant and equipment 1,201 Impairment loss $ (64,630 ) Sale price $ 92,000 Book value of divested assets after impairment 92,000 Selling expenses 1,498 Net loss on sale of wood mobile offices $ (1,498 ) |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Components of Purchase Price and Net Assets Acquired | The components of the purchase price and net assets acquired during the six months ended June 30, 2015 are as follows (in thousands): Net Assets Acquired: Rental fleet $ 999 Intangible assets: Customer relationships 57 Non-compete agreements 24 Goodwill 120 Total purchase price $ 1,200 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories at June 30, 2015 and December 31, 2014 consisted of the following: June 30, December 31, (In thousands) Raw materials and supplies $ 15,044 $ 14,241 Work-in-process 205 201 Finished portable storage units 2,238 2,294 Inventories $ 17,487 $ 16,736 |
Rental Fleet (Tables)
Rental Fleet (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Rental Fleet | Rental fleet consisted of the following at June 30, 2015 and December 31, 2014: Residual Value Original Cost (1) Useful Life June 30, December 31, (In thousands) Portable Storage: Steel storage containers 55 % 30 $ 607,667 $ 604,547 Steel ground level offices 55 % 30 342,530 329,565 Wood mobile offices 50 % 20 — 208,529 Other 5,038 5,633 Total 955,235 1,148,274 Accumulated depreciation (138,135 ) (182,437 ) Total portable storage fleet, net $ 817,100 $ 965,837 Specialty Containment: Steel tanks 25 $ 54,041 $ 50,843 Roll-off boxes 15 - 20 23,857 19,820 Stainless steel tank trailers 25 24,562 23,283 Vacuum boxes 20 9,456 7,667 De-watering boxes 20 4,943 3,898 Pumps and filtration equipment 7 13,242 11,510 Other 6,583 5,468 Total 136,684 122,489 Accumulated depreciation (9,166 ) (1,270 ) Total specialty containment fleet, net $ 127,518 $ 121,219 Total rental fleet, net $ 944,618 $ 1,087,056 (1) Specialty containment fleet has been assigned zero residual value. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at June 30, 2015 and December 31, 2014 consisted of the following: Residual Value Original Cost Useful Life June 30, December 31, (In thousands) Land $ 10,940 $ 10,920 Vehicles and machinery 0 - 55% 5 - 30 107,219 114,150 Buildings and improvements (1) 0 - 25 3 - 30 20,733 19,365 Office fixtures and equipment 0 3 - 5 37,830 33,942 Property, plant and equipment 176,722 178,377 Accumulated depreciation (56,198 ) (65,202 ) Property, plant and equipment, net $ 120,524 $ 113,175 (1) Improvements made to leased properties are amortized over the lesser of the estimated remaining life or the remaining term of the respective lease. |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Activity and Balances Relating to Goodwill | The following table shows the activity and balances related to goodwill from January 1, 2015 to June 30, 2015: (In thousands) Balance at January 1, 2015 $ 705,608 Acquisition 120 Foreign currency 475 Adjustments 883 Balance at June 30, 2015 $ 707,086 |
Balances Related to Intangible Assets | The following table reflects balances related to intangible assets for the periods presented: June 30, 2015 December 31, 2014 Estimated Gross Accumulated Net Gross Accumulated Net (In thousands) Customer relationships 11 - 20 $ 92,134 $ (22,961 ) $ 69,173 $ 91,990 $ (20,484 ) $ 71,506 Trade names/trademarks 1 - 5 6,075 (1,329 ) 4,746 6,065 (919 ) 5,146 Non-compete agreements 2 - 5 1,795 (253 ) 1,542 1,772 (78 ) 1,694 Other 1 - 19 61 (22 ) 39 61 (22 ) 39 Total $ 100,065 $ (24,565 ) $ 75,500 $ 99,888 $ (21,503 ) $ 78,385 |
Schedule of Expected Future Amortization of Intangible Assets | Based on the carrying value at June 30, 2015, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands): 2015 (remaining) $ 2,898 2016 5,944 2017 5,927 2018 5,975 2019 6,012 Thereafter 48,744 Total $ 75,500 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-Based Compensation Expense | The following table summarizes the Company’s share-based compensation for the three and six months ended June 30: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Share-based compensation expense included in: Rental, selling and general expenses $ 2,615 $ 2,977 $ 5,865 $ 7,141 Restructuring expenses 872 — 872 — Total share-based compensation $ 3,487 $ 2,977 $ 6,737 $ 7,141 |
Key Assumptions Used to Estimate Fair Value of Stock Options Granted | The following are the key assumptions used for options granted during the six-month periods ended June 30: 2015 2014 Risk-free interest rate 1.3% - 1.5% 1.5% - 1.7 % Expected life of the options (years) 5 5 Expected stock price volatility 35.6% - 35.7% 37.1 - 38.4 % Expected dividend rate 1.8% - 2.0% 1.5% - 1.6 % |
Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2015 (share amounts in thousands): Number of Weighted Options outstanding, beginning of period 2,649 $ 32.33 Granted 363 42.80 Canceled/Expired (25 ) 45.40 Exercised (50 ) 29.18 Options outstanding, end of period 2,937 33.56 |
Fully Vested Stock Options and Stock Options Expected to Vest | A summary of stock options outstanding as of June 30, 2015, is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Outstanding 2,937 $ 33.56 7.84 $ 26,570 Vested and expected to vest 2,850 33.36 7.80 26,316 Exercisable 1,651 31.15 7.40 18,477 |
Nonvested Share-Awards Activity | A summary of nonvested share-awards activity for the six months ended June 30, 2015 is as follows (share amounts in thousands): Shares Weighted Average Nonvested at beginning of period 343 $ 27.99 Awarded 82 37.22 Released (52 ) 33.90 Forfeited (16 ) 23.77 Nonvested at end of period 357 29.44 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Accrued Restructuring Obligations and Related Activity | The following table details accrued restructuring obligations (included in accrued liabilities in the Consolidated Balance Sheets) and related activity for the year ended December 31, 2014 and the six-month period ended June 30, 2015. Severance Lease Other Total (In thousands) Accrued obligations as of January 1, 2014 $ 613 $ 1,063 $ — $ 1,676 Restructuring expense 1,826 318 1,398 3,542 Settlement of obligations (1,998 ) (705 ) (1,398 ) (4,101 ) Accrued obligations as of December 31, 2014 441 676 — 1,117 Restructuring expense 2,874 38 15 2,927 Settlement of obligations (2,289 ) (129 ) (9 ) (2,427 ) Accrued obligations as of June 30, 2015 $ 1,026 $ 585 $ 6 $ 1,617 |
Restructuring Expense | The following amounts are included in restructuring expense for the periods indicated: Three Months Ended Six Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Severance and benefits $ 2,410 $ 299 $ 2,874 $ 639 Lease abandonment costs 19 179 38 318 Other costs 15 1,253 15 1,359 Restructuring expenses $ 2,444 $ 1,731 $ 2,927 $ 2,316 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | The following tables set forth certain information regarding each of the Company’s segments for the three-month periods ended June 30, 2015 and 2014. For the Three Months Ended June 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 74,200 $ 20,836 $ 95,036 $ 25,209 $ 120,245 Sales 5,042 1,058 6,100 2,099 8,199 Other 1,726 103 1,829 15 1,844 Total revenues 80,968 21,997 102,965 27,323 130,288 Costs and expenses: Rental, selling and general expenses 53,562 13,452 67,014 16,090 83,104 Cost of sales 3,136 852 3,988 1,412 5,400 Restructuring expenses 1,470 — 1,470 974 2,444 Asset impairment charge and loss on divestiture, net 1,402 — 1,402 — 1,402 Depreciation and amortization 6,530 1,642 8,172 6,366 14,538 Total costs and expenses 66,100 15,946 82,046 24,842 106,888 Income from operations $ 14,868 $ 6,051 $ 20,919 $ 2,481 $ 23,400 Interest expense, net of interest income $ 6,053 $ 224 $ 6,277 $ 2,690 $ 8,967 Income tax provision (benefit) 3,809 1,295 5,104 (89 ) 5,015 For the Three Months Ended June 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 78,013 $ 20,028 $ 98,041 $ — $ 98,041 Sales 6,910 1,072 7,982 — 7,982 Other 405 105 510 — 510 Total revenues 85,328 21,205 106,533 — 106,533 Costs and expenses: Rental, selling and general expenses 53,976 14,173 68,149 — 68,149 Cost of sales 4,620 759 5,379 — 5,379 Restructuring expenses 305 1,426 1,731 — 1,731 Asset impairment charge, net 274 — 274 — 274 Depreciation and amortization 7,582 1,723 9,305 — 9,305 Total costs and expenses 66,757 18,081 84,838 — 84,838 Income from operations $ 18,571 $ 3,124 $ 21,695 $ — $ 21,695 Interest expense, net of interest income $ 6,870 $ 227 $ 7,097 $ — $ 7,097 Income tax provision 4,609 726 5,335 — 5,335 The following tables set forth certain information regarding each of the Company’s segments for the six-month periods ended June 30, 2015 and 2014. For the Six Months Ended June 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 153,184 $ 40,856 $ 194,040 $ 49,322 $ 243,362 Sales 10,025 2,037 12,062 4,109 16,171 Other 3,165 193 3,358 26 3,384 Total revenues 166,374 43,086 209,460 53,457 262,917 Costs and expenses: Rental, selling and general expenses 107,142 27,104 134,246 31,904 166,150 Cost of sales 6,258 1,594 7,852 2,681 10,533 Restructuring expenses 1,687 — 1,687 1,240 2,927 Asset impairment charge and loss on divestiture, net 66,128 — 66,128 — 66,128 Depreciation and amortization 14,420 3,218 17,638 12,439 30,077 Total costs and expenses 195,635 31,916 227,551 48,264 275,815 (Loss) income from operations $ (29,261 ) $ 11,170 $ (18,091 ) $ 5,193 $ (12,898 ) Interest expense, net of interest income $ 12,201 $ 442 $ 12,643 $ 5,383 $ 18,026 Income tax (benefit) provision (15,189 ) 2,254 (12,935 ) (81 ) (13,016 ) For the Six Months Ended June 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 153,496 $ 38,625 $ 192,121 $ — $ 192,121 Sales 13,488 2,360 15,848 — 15,848 Other 759 209 968 — 968 Total revenues 167,743 41,194 208,937 — 208,937 Costs and expenses: Rental, selling and general expenses 108,683 27,822 136,505 — 136,505 Cost of sales 9,210 1,722 10,932 — 10,932 Restructuring expenses 702 1,614 2,316 — 2,316 Asset impairment charge, net 433 124 557 — 557 Depreciation and amortization 15,000 3,450 18,450 — 18,450 Total costs and expenses 134,028 34,732 168,760 — 168,760 Income from operations $ 33,715 $ 6,462 $ 40,177 $ — $ 40,177 Interest expense, net of interest income $ 13,617 $ 467 $ 14,084 $ — $ 14,084 Income tax provision 7,908 1,481 9,389 — 9,389 |
Assets Segments | Assets related to the Company’s segments include the following: Portable Storage North United Total Specialty Consolidated (In thousands) As of June 30, 2015: Goodwill $ 458,937 $ 65,298 $ 524,235 $ 182,851 $ 707,086 Intangibles 1,716 564 2,280 73,220 75,500 Rental Fleet 664,131 152,969 817,100 127,518 944,618 Property Plant and Equipment 90,298 16,247 106,545 13,979 120,524 As of December 31, 2014: Goodwill $ 459,234 $ 64,402 $ 523,636 $ 181,972 $ 705,608 Intangibles 2,119 651 2,770 75,615 78,385 Rental Fleet 825,158 140,679 965,837 121,219 1,087,056 Property Plant and Equipment 82,514 16,488 99,002 14,173 113,175 |
Condensed Consolidating Finan38
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheets | The following tables reflect the condensed consolidating financial information of the Company’s subsidiary guarantors of the Senior Notes and its non-guarantor subsidiaries. Separate financial statements of the subsidiary guarantors are not presented because the guarantee by each 100% owned subsidiary guarantor is full and unconditional, joint and several, subject to customary exceptions, and management has determined that such information is not material to investors. MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 2,535 $ 1,169 $ — $ 3,704 Receivables, net 58,258 20,007 — 78,265 Inventories 16,287 1,200 — 17,487 Rental fleet, net 780,800 163,818 — 944,618 Property, plant and equipment, net 103,303 17,221 — 120,524 Deposits and prepaid expenses 8,683 3,406 — 12,089 Deferred financing costs, net and other assets 7,919 — — 7,919 Intangibles, net 74,853 647 — 75,500 Goodwill 636,835 70,251 — 707,086 Intercompany receivables 144,053 33,905 (177,958 ) — Total assets $ 1,833,526 $ 311,624 $ (177,958 ) $ 1,967,192 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 25,355 $ 9,649 $ — $ 35,004 Accrued liabilities 50,204 7,453 — 57,657 Lines of credit 625,750 4,987 — 630,737 Obligations under capital leases 29,408 131 — 29,539 Senior Notes 200,000 — — 200,000 Deferred income taxes 199,389 19,837 — 219,226 Intercompany payables — 67 (67 ) — Total liabilities 1,130,106 42,124 (67 ) 1,172,163 Commitments and contingencies Stockholders’ equity: Common stock 491 18,388 (18,388 ) 491 Additional paid-in capital 577,291 160,347 (160,347 ) 577,291 Retained earnings 224,796 119,896 844 345,536 Accumulated other comprehensive loss — (29,131 ) — (29,131 ) Treasury stock, at cost (99,158 ) — — (99,158 ) Total stockholders’ equity 703,420 269,500 (177,891 ) 795,029 Total liabilities and stockholders’ equity $ 1,833,526 $ 311,624 $ (177,958 ) $ 1,967,192 MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 2,977 $ 762 $ — $ 3,739 Receivables, net 62,033 18,998 — 81,031 Inventories 15,371 1,365 — 16,736 Rental fleet, net 934,433 152,623 — 1,087,056 Property, plant and equipment, net 95,509 17,666 — 113,175 Deposits and prepaid expenses 7,375 1,211 — 8,586 Deferred financing costs, net and other assets 8,858 — — 8,858 Intangibles, net 77,629 756 — 78,385 Goodwill 635,943 69,665 — 705,608 Intercompany receivables 145,018 33,971 (178,989 ) — Total assets $ 1,985,146 $ 297,017 $ (178,989 ) $ 2,103,174 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 14,803 $ 8,130 $ — $ 22,933 Accrued liabilities 56,104 7,623 — 63,727 Lines of credit 702,135 3,383 — 705,518 Obligations under capital leases 24,760 158 — 24,918 Senior Notes 200,000 — — 200,000 Deferred income taxes 215,184 17,367 (1,004 ) 231,547 Intercompany payables — 94 (94 ) — Total liabilities 1,212,986 36,755 (1,098 ) 1,248,643 Commitments and contingencies Stockholders’ equity: Common stock 490 18,388 (18,388 ) 490 Additional paid-in capital 569,083 160,347 (160,347 ) 569,083 Retained earnings 268,263 111,397 844 380,504 Accumulated other comprehensive loss — (29,870 ) — (29,870 ) Treasury stock, at cost (65,676 ) — — (65,676 ) Total stockholders’ equity 772,160 260,262 (177,891 ) 854,531 Total liabilities and stockholders’ equity $ 1,985,146 $ 297,017 $ (178,989 ) $ 2,103,174 |
Condensed Consolidating Statements of Operations | MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 98,354 $ 21,891 $ — $ 120,245 Sales 7,078 1,121 — 8,199 Other 1,739 105 — 1,844 Total revenues 107,171 23,117 — 130,288 Costs and expenses: Rental, selling and general expenses 68,873 14,231 — 83,104 Cost of sales 4,506 894 — 5,400 Restructuring expenses 2,444 — — 2,444 Asset impairment charge and loss on divestiture, net 1,384 18 — 1,402 Depreciation and amortization 12,785 1,753 — 14,538 Total costs and expenses 89,992 16,896 — 106,888 Income from operations 17,179 6,221 — 23,400 Other income (expense): Interest income 2,661 — (2,661 ) — Interest expense (11,245 ) (383 ) 2,661 (8,967 ) Foreign currency exchange — (2 ) — (2 ) Income before income tax provision 8,595 5,836 — 14,431 Income tax provision 3,720 1,295 — 5,015 Net income $ 4,875 $ 4,541 $ — $ 9,416 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 76,613 $ 21,428 $ — $ 98,041 Sales 6,807 1,175 — 7,982 Other 403 107 — 510 Total revenues 83,823 22,710 — 106,533 Costs and expenses: Rental, selling and general expenses 52,904 15,245 — 68,149 Cost of sales 4,548 831 — 5,379 Restructuring expenses 305 1,426 — 1,731 Asset impairment charge, net 280 (6 ) — 274 Depreciation and amortization 7,443 1,862 — 9,305 Total costs and expenses 65,480 19,358 — 84,838 Income from operations 18,343 3,352 — 21,695 Other income (expense): Interest income 21 — (21 ) — Interest expense (6,719 ) (399 ) 21 (7,097 ) Foreign currency exchange — — — — Income before income tax provision 11,645 2,953 — 14,598 Income tax provision 4,609 726 — 5,335 Net income $ 7,036 $ 2,227 $ — $ 9,263 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 200,461 $ 42,901 $ — $ 243,362 Sales 13,995 2,176 — 16,171 Other 3,189 195 — 3,384 Total revenues 217,645 45,272 — 262,917 Costs and expenses: Rental, selling and general expenses 137,547 28,603 — 166,150 Cost of sales 8,843 1,690 — 10,533 Restructuring expenses 2,927 — — 2,927 Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Depreciation and amortization 26,633 3,444 — 30,077 Total costs and expenses 242,060 33,755 — 275,815 (Loss) income from operations (24,415 ) 11,517 — (12,898 ) Other income (expense): Interest income 5,323 — (5,323 ) — Interest expense (22,588 ) (761 ) 5,323 (18,026 ) Foreign currency exchange — (2 ) — (2 ) (Loss) income before income tax (benefit) provision (41,680 ) 10,754 — (30,926 ) Income tax (benefit) provision (15,271 ) 2,255 — (13,016 ) Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 150,881 $ 41,240 $ — $ 192,121 Sales 13,334 2,514 — 15,848 Other 754 214 — 968 Total revenues 164,969 43,968 — 208,937 Costs and expenses: Rental, selling and general expenses 106,612 29,893 — 136,505 Cost of sales 9,100 1,832 — 10,932 Restructuring expenses 702 1,614 — 2,316 Asset impairment charge, net 416 141 — 557 Depreciation and amortization 14,720 3,730 — 18,450 Total costs and expenses 131,550 37,210 — 168,760 Income from operations 33,419 6,758 — 40,177 Other income (expense): Interest income 51 — (51 ) — Interest expense (13,318 ) (817 ) 51 (14,084 ) Foreign currency exchange — (1 ) — (1 ) Income before income tax provision 20,152 5,940 — 26,092 Income tax provision 7,908 1,481 — 9,389 Net income $ 12,244 $ 4,459 $ — $ 16,703 |
Condensed Consolidating Statements of Comprehensive (Loss) Income | MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 4,875 $ 4,541 $ — $ 9,416 Foreign currency translation adjustment — 12,516 — 12,516 Comprehensive income $ 4,875 $ 17,057 $ — $ 21,932 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 7,036 $ 2,227 $ — $ 9,263 Foreign currency translation adjustment — 6,086 — 6,086 Comprehensive income $ 7,036 $ 8,313 $ — $ 15,349 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Foreign currency translation adjustment — 739 739 Comprehensive (loss) income $ (26,409 ) $ 9,238 $ — $ (17,171 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 12,244 $ 4,459 $ — $ 16,703 Foreign currency translation adjustment — 7,266 — 7,266 Comprehensive income $ 12,244 $ 11,725 $ — $ 23,969 |
Condensed Consolidating Statements of Cash Flows | MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Provision for doubtful accounts 1,527 367 — 1,894 Amortization of deferred financing costs 1,557 29 — 1,586 Amortization of long-term liabilities 50 1 — 51 Share-based compensation expense 6,548 189 — 6,737 Depreciation and amortization 26,633 3,444 — 30,077 Gain on sale of rental fleet units (3,417 ) (226 ) — (3,643 ) Loss on disposal of property, plant and equipment 1,132 350 — 1,482 Deferred income taxes (15,674 ) 2,254 — (13,420 ) Foreign currency loss — 2 — 2 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 1,659 (1,164 ) — 495 Inventories (915 ) 165 — (750 ) Deposits and prepaid expenses (783 ) (2,143 ) — (2,926 ) Other assets and intangibles (5 ) — — (5 ) Accounts payable 5,217 (397 ) — 4,820 Accrued liabilities (3,484 ) (233 ) — (3,717 ) Intercompany 835 (736 ) (99 ) — Net cash provided by operating activities 60,581 10,419 (99 ) 70,901 Cash Flows from Investing Activities: Proceeds from mobile wood office divestiture 84,473 27 — 84,500 Cash paid for businesses, net of cash acquired — (1,200 ) — (1,200 ) Additions to rental fleet (17,749 ) (10,060 ) — (27,809 ) Proceeds from sale of rental fleet units 8,243 1,132 — 9,375 Additions to property, plant and equipment (9,957 ) (1,655 ) — (11,612 ) Proceeds from sale of property, plant and equipment 1,228 449 — 1,677 Net cash provided by (used in) investing activities 66,238 (11,307 ) — 54,931 Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit (76,385 ) 1,504 99 (74,782 ) Deferred financing costs (113 ) — — (113 ) Principal payments on capital lease obligations (1,790 ) (27 ) — (1,817 ) Issuance of common stock 1,473 — — 1,473 Dividend payments (16,964 ) — — (16,964 ) Purchase of treasury stock (33,482 ) — — (33,482 ) Net cash (used in) provided by financing activities (127,261 ) 1,477 99 (125,685 ) Effect of exchange rate changes on cash — (182 ) — (182 ) Net (decrease) increase in cash (442 ) 407 — (35 ) Cash and cash equivalents at beginning of period 2,977 762 — 3,739 Cash and cash equivalents at end of period $ 2,535 $ 1,169 $ — $ 3,704 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 12,244 $ 4,459 $ — $ 16,703 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment charge, net 416 141 — 557 Provision for doubtful accounts 1,102 247 — 1,349 Amortization of deferred financing costs 1,375 30 — 1,405 Amortization of long-term liabilities 81 2 — 83 Share-based compensation expense 6,767 374 — 7,141 Depreciation and amortization 14,720 3,730 — 18,450 Gain on sale of rental fleet units (3,237 ) 742 — (2,495 ) Loss on disposal of property, plant and equipment 199 160 — 359 Deferred income taxes 7,728 1,461 — 9,189 Foreign currency loss — 1 — 1 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (1,114 ) (1,495 ) — (2,609 ) Inventories 232 (177 ) — 55 Deposits and prepaid expenses (1,609 ) (247 ) — (1,856 ) Other assets and intangibles 19 (30 ) — (11 ) Accounts payable 879 1,552 — 2,431 Accrued liabilities (1,601 ) 134 — (1,467 ) Intercompany 2,290 (2,290 ) — — Net cash provided by operating activities 40,491 8,794 — 49,285 Cash Flows from Investing Activities: Cash paid for businesses, net of cash acquired (16,260 ) — — (16,260 ) Additions to rental fleet (4,871 ) (3,279 ) — (8,150 ) Proceeds from sale of rental fleet units 9,717 2,302 — 12,019 Additions to property, plant and equipment (3,891 ) (850 ) — (4,741 ) Proceeds from sale of property, plant and equipment 1,145 306 — 1,451 Net cash used in investing activities (14,160 ) (1,521 ) — (15,681 ) Cash Flows from Financing Activities: Net repayments under lines of credit (10,821 ) (8,368 ) — (19,189 ) Principal payments on capital lease obligations (766 ) — — (766 ) Issuance of common stock 2,062 — — 2,062 Dividend payments (15,719 ) — — (15,719 ) Purchase of treasury stock (463 ) — — (463 ) Net cash used in financing activities (25,707 ) (8,368 ) — (34,075 ) Effect of exchange rate changes on cash — (217 ) — (217 ) Net increase (decrease) in cash 624 (1,312 ) — (688 ) Cash and cash equivalents at beginning of period (190 ) 1,446 — 1,256 Cash and cash equivalents at end of period $ 434 $ 134 $ — $ 568 |
Mobile Mini, Organization and39
Mobile Mini, Organization and Description of Business - Additional Information (Detail) $ in Thousands | Apr. 16, 2015USD ($)Office | Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of rental fleet units | $ 9,375 | $ 12,019 | ||
Percentage of ownership owned | 100.00% | |||
Rental revenues | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Previously reported reclassifications adjustment | $ 2,100 | |||
Sales revenues | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Previously reported reclassifications adjustment | 1,200 | |||
Cost of sales | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Previously reported reclassifications adjustment | 900 | |||
Rental, selling and general expenses | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Previously reported reclassifications adjustment | $ 900 | |||
Wood mobile offices | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of rental fleet units | $ 92,000 | $ 92,000 | ||
Assumed liabilities associated with sale of wood mobile offices | $ 6,800 | |||
Number of wood mobile units sold | Office | 9,400 |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements - Additional Information (Detail) $ in Millions | Jun. 30, 2015USD ($) |
Deferred Costs [Abstract] | |
Debt financing costs, net of accumulated amortization | $ 7.2 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Jun. 30, 2015 - USD ($) | Total |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Debt instrument due year | 2,020 |
Senior Notes 7.875 Percent Due 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Senior notes, face amount | $ 200,000,000 |
Debt instrument interest rate | 7.875% |
Senior notes fair value basis for measurement, description | The fair value of the Company's $200.0 million aggregate principal amount of 7.875% senior notes due 2020 (the "Senior Notes") is based on their latest sales price at the end of each period obtained from a third-party institution which is considered a Level 2 input in the fair value hierarchy, as there is not an active market for these notes. |
Carrying and Fair Value of Seni
Carrying and Fair Value of Senior Notes (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Carrying value | $ 200,000 | $ 200,000 |
Senior Notes 7.875 Percent Due 2020 | ||
Debt Instrument [Line Items] | ||
Carrying value | 200,000 | 200,000 |
Fair value | $ 210,250 | $ 206,000 |
Reconciliation of Net Income (L
Reconciliation of Net Income (Loss) and Weighted-Average Shares of Common Stock Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Numerator: | |||||
Net income (loss) | $ 9,416 | $ 9,263 | $ (17,910) | $ 16,703 | |
Basic EPS Denominator: | |||||
Common shares outstanding beginning of period | 45,450 | 46,229 | 45,814 | 46,084 | |
Weighted shares (repurchased) issued during the period | (212) | 6 | (454) | 108 | |
Total weighted average shares outstanding | 45,238 | 46,235 | 45,360 | 46,192 | |
Diluted EPS Denominator: | |||||
Common shares outstanding beginning of period | 45,450 | 46,229 | 45,814 | 46,084 | |
Net weighted shares (repurchased) issued during the period | (212) | 6 | (454) | 108 | |
Dilutive effect of stock options and nonvested share awards during the period | [1] | 654 | 792 | 740 | |
Total weighted average shares outstanding | 45,892 | 47,027 | 45,360 | 46,932 | |
Basic | $ 0.21 | $ 0.20 | $ (0.39) | $ 0.36 | |
Diluted | $ 0.21 | $ 0.20 | $ (0.39) | $ 0.36 | |
[1] | Common stock equivalents of approximately 0.6 million were excluded from the calculation of diluted earnings per share for the six-month period ended June 30, 2015 because their inclusion would reduce the net loss per share. |
Reconciliation of Net Income 44
Reconciliation of Net Income (Loss) and Weighted-Average Shares of Common Stock Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share (Parenthetical) (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from the calculation of diluted earnings per share | 1,036 | 277 | 1,017 | 211 |
Common Stock Equivalents | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from the calculation of diluted earnings per share | 600 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||
Nonvested share-awards not included in basic weighted average number of common shares outstanding | 0.4 | 0.4 |
Number of Stock Options and Non
Number of Stock Options and Nonvested Share-Awards that were Issued or Outstanding but were Excluded in Calculating Diluted Earnings Per Share Because their Effect would have been Anti-Dilutive (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of dilutive EPS | 1,036 | 277 | 1,017 | 211 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of dilutive EPS | 664 | 277 | 637 | 210 |
Nonvested share-awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of dilutive EPS | 372 | 380 | 1 |
Impairment and Divestiture of47
Impairment and Divestiture of North American Wood Mobile Offices - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 16, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of rental fleet units | $ 9,375 | $ 12,019 | |
Transition services agreement, expected decrease in services provided period | 6 months | ||
Wood mobile offices | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Definitive agreement date | Apr. 16, 2015 | ||
Proceeds from sale of rental fleet units | $ 92,000 | $ 92,000 | |
Closing time of transaction | The transaction closed on May 15, 2015 | ||
Deferred revenue and customer deposits | $ 6,800 |
Schedule of Impairment and Dive
Schedule of Impairment and Divestiture (Detail) - USD ($) $ in Thousands | Apr. 16, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Estimated fair market value | $ 92,000 | |||
Property, plant and equipment, net | 120,524 | $ 113,175 | ||
Impairment loss | (64,630) | |||
Sale price | 9,375 | $ 12,019 | ||
Wood mobile offices in rental fleet | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Property, plant and equipment, net | 155,429 | |||
Ancillary items in property, plant and equipment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Property, plant and equipment, net | 1,201 | |||
Wood mobile offices | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Sale price | $ 92,000 | 92,000 | ||
Book value of divested assets after impairment | 92,000 | |||
Selling expenses | 1,498 | |||
Net loss on sale of wood mobile offices | $ (1,498) |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015Entity | |
Business Combinations [Abstract] | |
Number of business acquired | 1 |
Schedule of Components of Purch
Schedule of Components of Purchase Price and Net Assets Acquired (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Net Assets Acquired: | |
Rental fleet | $ 999 |
Intangible assets: | |
Goodwill | 120 |
Total purchase price | 1,200 |
Customer relationships | |
Intangible assets: | |
Intangible assets | 57 |
Non-compete agreements | |
Intangible assets: | |
Intangible assets | $ 24 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 15,044 | $ 14,241 |
Work-in-process | 205 | 201 |
Finished portable storage units | 2,238 | 2,294 |
Inventories | $ 17,487 | $ 16,736 |
Rental Fleet - Additional Infor
Rental Fleet - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental Fleet | $ 944,618 | $ 1,087,056 | |
Depreciation expense | 17,400 | $ 10,700 | |
Portable Storage | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental Fleet | 817,100 | 965,837 | |
Specialty Containment | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental Fleet | $ 127,518 | $ 121,219 |
Rental Fleet (Detail)
Rental Fleet (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Property Subject to or Available for Operating Lease [Line Items] | |||
Total fleet, net | $ 944,618 | $ 1,087,056 | |
Portable Storage | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | 955,235 | 1,148,274 | |
Accumulated depreciation | (138,135) | (182,437) | |
Total fleet, net | $ 817,100 | 965,837 | |
Portable Storage | Steel storage containers | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Residual Value as Percentage of Original Cost | [1] | 55.00% | |
Useful Life in Years | 30 years | ||
Rental fleet, gross | $ 607,667 | 604,547 | |
Portable Storage | Steel ground level offices | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Residual Value as Percentage of Original Cost | [1] | 55.00% | |
Useful Life in Years | 30 years | ||
Rental fleet, gross | $ 342,530 | 329,565 | |
Portable Storage | Wood mobile offices | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Residual Value as Percentage of Original Cost | [1] | 50.00% | |
Useful Life in Years | 20 years | ||
Rental fleet, gross | 208,529 | ||
Portable Storage | Other | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | $ 5,038 | 5,633 | |
Specialty Containment | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | 136,684 | 122,489 | |
Accumulated depreciation | (9,166) | (1,270) | |
Total fleet, net | 127,518 | 121,219 | |
Specialty Containment | Other | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | $ 6,583 | 5,468 | |
Specialty Containment | Steel tanks | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 25 years | ||
Rental fleet, gross | $ 54,041 | 50,843 | |
Specialty Containment | Roll-off boxes | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | $ 23,857 | 19,820 | |
Specialty Containment | Roll-off boxes | Minimum | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 15 years | ||
Specialty Containment | Roll-off boxes | Maximum | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 20 years | ||
Specialty Containment | Stainless steel tank trailers | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 25 years | ||
Rental fleet, gross | $ 24,562 | 23,283 | |
Specialty Containment | Vacuum Boxes | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 20 years | ||
Rental fleet, gross | $ 9,456 | 7,667 | |
Specialty Containment | De-watering boxes | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 20 years | ||
Rental fleet, gross | $ 4,943 | 3,898 | |
Specialty Containment | Pumps and filtration equipment | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Useful Life in Years | 7 years | ||
Rental fleet, gross | $ 13,242 | $ 11,510 | |
[1] | Specialty containment fleet has been assigned zero residual value. |
Rental Fleet (Parenthetical) (D
Rental Fleet (Parenthetical) (Detail) | Jun. 30, 2015USD ($) |
Specialty Containment | |
Property Subject to or Available for Operating Lease [Line Items] | |
Residual value | $ 0 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 9.7 | $ 7.1 |
Property, Plant and Equipment56
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||
Land | $ 10,940 | $ 10,920 | |
Vehicles and machinery | 107,219 | 114,150 | |
Buildings and improvements | [1] | 20,733 | 19,365 |
Office fixtures and equipment | 37,830 | 33,942 | |
Property, plant and equipment | 176,722 | 178,377 | |
Accumulated depreciation | (56,198) | (65,202) | |
Property, plant and equipment, net | $ 120,524 | $ 113,175 | |
Vehicles and machinery | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Residual Value as Percentage of Original Cost | 0.00% | ||
Estimated useful life in years | 5 years | ||
Vehicles and machinery | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Residual Value as Percentage of Original Cost | 55.00% | ||
Estimated useful life in years | 30 years | ||
Buildings and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Residual Value as Percentage of Original Cost | [1] | 0.00% | |
Estimated useful life in years | [1] | 3 years | |
Buildings and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Residual Value as Percentage of Original Cost | [1] | 25.00% | |
Estimated useful life in years | [1] | 30 years | |
Office fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Residual Value as Percentage of Original Cost | 0.00% | ||
Office fixtures and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life in years | 3 years | ||
Office fixtures and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life in years | 5 years | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Residual Value as Percentage of Original Cost | 0.00% | ||
[1] | Improvements made to leased properties are amortized over the lesser of the estimated remaining life or the remaining term of the respective lease. |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Adjustments | $ 883 | |
Amortization of all other intangibles | $ 3,000 | $ 600 |
Activity and Balances Relating
Activity and Balances Relating to Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Beginning Balance | $ 705,608 |
Acquisition | 120 |
Foreign currency | 475 |
Adjustments | 883 |
Goodwill Ending Balance | $ 707,086 |
Balances Related to Intangible
Balances Related to Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 100,065 | $ 99,888 |
Accumulated Amortization | (24,565) | (21,503) |
Net Carrying Amount | 75,500 | 78,385 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 92,134 | 91,990 |
Accumulated Amortization | (22,961) | (20,484) |
Net Carrying Amount | $ 69,173 | 71,506 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 11 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 20 years | |
Trade names/trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,075 | 6,065 |
Accumulated Amortization | (1,329) | (919) |
Net Carrying Amount | $ 4,746 | 5,146 |
Trade names/trademarks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | |
Trade names/trademarks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,795 | 1,772 |
Accumulated Amortization | (253) | (78) |
Net Carrying Amount | $ 1,542 | 1,694 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 61 | 61 |
Accumulated Amortization | (22) | (22) |
Net Carrying Amount | $ 39 | $ 39 |
Other | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | |
Other | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 19 years |
Schedule of Expected Future Amo
Schedule of Expected Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2015 (remaining) | $ 2,898 | |
2,016 | 5,944 | |
2,017 | 5,927 | |
2,018 | 5,975 | |
2,019 | 6,012 | |
Thereafter | 48,744 | |
Net Carrying Amount | $ 75,500 | $ 78,385 |
Lines of Credit - Additional In
Lines of Credit - Additional Information (Detail) - Jun. 30, 2015 - USD ($) | Total |
Line of Credit Facility [Line Items] | |
Line of credit, pro forma excess borrowing availability for restricted payments and acquisitions to occur without financial covenants | $ 250,000,000 |
Line of credit, minimum borrowing availability for financial maintenance covenants to be applicable | $ 100,000,000 |
Line of credit, covenant | Payment Conditions allow restricted payments and acquisitions to occur without financial covenants as long as the Company has $250.0 million of pro forma excess borrowing availability under the Credit Agreement. |
Maximum | |
Line of Credit Facility [Line Items] | |
Percentage of net orderly liquidation value of lease-fleet to be included in determination of borrowing base | 90.00% |
LIBOR Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 2.00% |
LIBOR Loans | Maximum | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 2.25% |
LIBOR Loans | Minimum | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 1.75% |
Base Rate Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 1.00% |
Base Rate Loans | Maximum | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 1.25% |
Base Rate Loans | Minimum | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 0.75% |
$1.0 billion ABL Credit Agreement | |
Line of Credit Facility [Line Items] | |
Credit Agreement, borrowing capacity | $ 1,000,000,000 |
Credit Agreement, term | 5 years |
Credit Agreement, maturity date | Feb. 22, 2017 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - 6 months ended Jun. 30, 2015 | Total |
Income Tax Contingency [Line Items] | |
Tax year subject to tax examination for U.S. Federal return | For the U.S. Federal return, its tax years for 2011, 2012 and 2013 are subject to tax examination by the U.S. Internal Revenue Service through September 15, 2015, 2016 and 2017, respectively. The Company does not anticipate that the total amount of unrecognized tax benefit related to any particular tax position will change significantly within the next 12 months. |
Internal Revenue Service (IRS) | Tax Year 2011 | |
Income Tax Contingency [Line Items] | |
U.S. Federal return, tax year subject to examination | 2,011 |
Internal Revenue Service (IRS) | Tax Year 2012 | |
Income Tax Contingency [Line Items] | |
U.S. Federal return, tax year subject to examination | 2,012 |
Internal Revenue Service (IRS) | Tax Year 2013 | |
Income Tax Contingency [Line Items] | |
U.S. Federal return, tax year subject to examination | 2,013 |
Minimum | |
Income Tax Contingency [Line Items] | |
Step two threshold to quantify uncertain tax position | 50.00% |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share available for future grants | 2.5 |
Stock options contractual terms | 10 years |
Aggregate intrinsic value of options exercised | $ 0.6 |
Weighted average fair value of stock options granted | $ 8.42 |
Fair value of share-awards vested | $ 1.8 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 7.9 |
Weighted average recognition period (years) | 1 year 4 months 24 days |
Nonvested share-awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 8.4 |
Weighted average recognition period (years) | 2 years 3 months 18 days |
Summary of Share-Based Compensa
Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | $ 3,487 | $ 2,977 | $ 6,737 | $ 7,141 |
Rental, selling and general expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | 2,615 | $ 2,977 | 5,865 | $ 7,141 |
Restructuring expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | $ 872 | $ 872 |
Key Assumptions Used to Estimat
Key Assumptions Used to Estimate Fair Value of Stock Options Granted (Detail) - Stock options | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of the options (years) | 5 years | 5 years |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.30% | 1.50% |
Expected stock price volatility | 35.60% | 37.10% |
Expected dividend rate | 1.80% | 1.50% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.50% | 1.70% |
Expected stock price volatility | 35.70% | 38.40% |
Expected dividend rate | 2.00% | 1.60% |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - 6 months ended Jun. 30, 2015 - $ / shares shares in Thousands | Total |
Number of Shares | |
Options outstanding, beginning of period | 2,649 |
Granted | 363 |
Canceled/Expired | (25) |
Exercised | (50) |
Options outstanding, end of period | 2,937 |
Weighted Average Exercise Price | |
Options outstanding, beginning of period | $ 32.33 |
Granted | 42.80 |
Canceled/Expired | 45.40 |
Exercised | 29.18 |
Options outstanding, end of period | $ 33.56 |
Fully Vested Stock Options and
Fully Vested Stock Options and Stock Options Expected to Vest (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Number of Shares | ||
Outstanding | 2,937 | 2,649 |
Vested and expected to vest | 2,850 | |
Exercisable | 1,651 | |
Weighted Average Exercise Price | ||
Outstanding | $ 33.56 | $ 32.33 |
Vested and expected to vest | 33.36 | |
Exercisable | $ 31.15 | |
Weighted Average Remaining Contractual Term (In years) | ||
Outstanding | 7 years 10 months 2 days | |
Vested and expected to vest | 7 years 9 months 18 days | |
Exercisable | 7 years 4 months 24 days | |
Aggregate Intrinsic Values | ||
Outstanding | $ 26,570 | |
Vested and expected to vest | 26,316 | |
Exercisable | $ 18,477 |
Nonvested Share-Awards Activity
Nonvested Share-Awards Activity (Detail) - 6 months ended Jun. 30, 2015 - $ / shares shares in Thousands | Total |
Nonvested Stock Awards, shares | |
Nonvested at beginning of period, shares | 343 |
Awarded | 82 |
Released | (52) |
Forfeited | (16) |
Nonvested at end of period, shares | 357 |
Weighted Average Grant Date Fair Value | |
Nonvested at beginning of period | $ 27.99 |
Awarded | 37.22 |
Released | 33.90 |
Forfeited | 23.77 |
Nonvested at end of period | $ 29.44 |
Accrued Restructuring Obligatio
Accrued Restructuring Obligations and Related Activity (Detail) - 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 | |
Restructuring Cost and Reserve [Line Items] | |||||
Accrued obligations, beginning balance | $ 1,117 | $ 1,676 | $ 1,676 | ||
Restructuring expense | $ 2,444 | $ 1,731 | 2,927 | 2,316 | 3,542 |
Settlement of obligations | (2,427) | (2,427) | (4,101) | ||
Accrued obligations, ending balance | 1,617 | 1,617 | 1,117 | ||
Severance and Benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued obligations, beginning balance | 441 | 613 | 613 | ||
Restructuring expense | 2,410 | 299 | 2,874 | 639 | 1,826 |
Settlement of obligations | (2,289) | (2,289) | (1,998) | ||
Accrued obligations, ending balance | 1,026 | 1,026 | 441 | ||
Lease Abandonment Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued obligations, beginning balance | 676 | 1,063 | 1,063 | ||
Restructuring expense | 19 | 179 | 38 | 318 | 318 |
Settlement of obligations | (129) | (129) | (705) | ||
Accrued obligations, ending balance | 585 | 585 | 676 | ||
Other Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expense | 15 | $ 1,253 | 15 | $ 1,359 | 1,398 |
Settlement of obligations | (9) | (9) | $ (1,398) | ||
Accrued obligations, ending balance | $ 6 | $ 6 |
Restructuring Expenses (Detail)
Restructuring Expenses (Detail) - 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 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | $ 2,444 | $ 1,731 | $ 2,927 | $ 2,316 | $ 3,542 |
Severance and Benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 2,410 | 299 | 2,874 | 639 | 1,826 |
Lease Abandonment Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 19 | 179 | 38 | 318 | 318 |
Other Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | $ 15 | $ 1,253 | $ 15 | $ 1,359 | $ 1,398 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Apr. 29, 2015 | Apr. 17, 2015 | Jan. 21, 2015 | Nov. 06, 2013 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Dividend payable | $ 0.187 | $ 0.187 | ||||
Share repurchase program authorized amount | $ 175,000,000 | $ 125,000,000 | ||||
Share repurchase program additional authorized amount | $ 50,000,000 | |||||
Treasury stock value | $ 33,482,000 | $ 463,000 | ||||
Share Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury stock shares acquired | 900,000 | |||||
Treasury stock value | $ 33,100,000 | |||||
Treasury stock shares available for repurchase | 117,000,000 | |||||
Minimum tax withholding obligations | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury stock shares acquired | 10,000 | |||||
Treasury stock value | $ 400,000 | |||||
Installment First Quarter of Fiscal Year | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Dividend declared date | Jan. 21, 2015 | |||||
Dividend payable date | Mar. 19, 2015 | |||||
Stockholder of record date | Mar. 5, 2015 | |||||
Installment Second Quarter of Fiscal Year | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Dividend declared date | Apr. 29, 2015 | |||||
Dividend payable date | Jun. 3, 2015 | |||||
Stockholder of record date | May 20, 2015 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Segment | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Segment | 2 | ||||
Revenues | $ 130,288 | $ 106,533 | $ 262,917 | $ 208,937 | |
Assets | 1,967,192 | 1,967,192 | $ 2,103,174 | ||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 107,200 | $ 83,800 | 217,600 | $ 165,000 | |
Assets | $ 1,600,000 | $ 1,600,000 | $ 1,700,000 |
Segment Reporting (Detail)
Segment Reporting (Detail) - 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 | |
Revenues: | |||||
Rental | $ 120,245 | $ 98,041 | $ 243,362 | $ 192,121 | |
Sales | 8,199 | 7,982 | 16,171 | 15,848 | |
Other | 1,844 | 510 | 3,384 | 968 | |
Total revenues | 130,288 | 106,533 | 262,917 | 208,937 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 83,104 | 68,149 | 166,150 | 136,505 | |
Cost of sales | 5,400 | 5,379 | 10,533 | 10,932 | |
Restructuring expenses | 2,444 | 1,731 | 2,927 | 2,316 | $ 3,542 |
Asset impairment charge and loss on divestiture, net | 1,402 | 274 | 66,128 | 557 | |
Depreciation and amortization | 14,538 | 9,305 | 30,077 | 18,450 | |
Total costs and expenses | 106,888 | 84,838 | 275,815 | 168,760 | |
Income (loss) from operations | 23,400 | 21,695 | (12,898) | 40,177 | |
Interest expense, net of interest income | 8,967 | 7,097 | 18,026 | 14,084 | |
Income tax provision (benefit) | 5,015 | 5,335 | (13,016) | 9,389 | |
Portable Storage | |||||
Revenues: | |||||
Rental | 95,036 | 98,041 | 194,040 | 192,121 | |
Sales | 6,100 | 7,982 | 12,062 | 15,848 | |
Other | 1,829 | 510 | 3,358 | 968 | |
Total revenues | 102,965 | 106,533 | 209,460 | 208,937 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 67,014 | 68,149 | 134,246 | 136,505 | |
Cost of sales | 3,988 | 5,379 | 7,852 | 10,932 | |
Restructuring expenses | 1,470 | 1,731 | 1,687 | 2,316 | |
Asset impairment charge and loss on divestiture, net | 1,402 | 274 | 66,128 | 557 | |
Depreciation and amortization | 8,172 | 9,305 | 17,638 | 18,450 | |
Total costs and expenses | 82,046 | 84,838 | 227,551 | 168,760 | |
Income (loss) from operations | 20,919 | 21,695 | (18,091) | 40,177 | |
Interest expense, net of interest income | 6,277 | 7,097 | 12,643 | 14,084 | |
Income tax provision (benefit) | 5,104 | 5,335 | (12,935) | 9,389 | |
Portable Storage | North America | |||||
Revenues: | |||||
Rental | 74,200 | 78,013 | 153,184 | 153,496 | |
Sales | 5,042 | 6,910 | 10,025 | 13,488 | |
Other | 1,726 | 405 | 3,165 | 759 | |
Total revenues | 80,968 | 85,328 | 166,374 | 167,743 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 53,562 | 53,976 | 107,142 | 108,683 | |
Cost of sales | 3,136 | 4,620 | 6,258 | 9,210 | |
Restructuring expenses | 1,470 | 305 | 1,687 | 702 | |
Asset impairment charge and loss on divestiture, net | 1,402 | 274 | 66,128 | 433 | |
Depreciation and amortization | 6,530 | 7,582 | 14,420 | 15,000 | |
Total costs and expenses | 66,100 | 66,757 | 195,635 | 134,028 | |
Income (loss) from operations | 14,868 | 18,571 | (29,261) | 33,715 | |
Interest expense, net of interest income | 6,053 | 6,870 | 12,201 | 13,617 | |
Income tax provision (benefit) | 3,809 | 4,609 | (15,189) | 7,908 | |
Portable Storage | United Kingdom | |||||
Revenues: | |||||
Rental | 20,836 | 20,028 | 40,856 | 38,625 | |
Sales | 1,058 | 1,072 | 2,037 | 2,360 | |
Other | 103 | 105 | 193 | 209 | |
Total revenues | 21,997 | 21,205 | 43,086 | 41,194 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 13,452 | 14,173 | 27,104 | 27,822 | |
Cost of sales | 852 | 759 | 1,594 | 1,722 | |
Restructuring expenses | 1,426 | 1,614 | |||
Asset impairment charge and loss on divestiture, net | 124 | ||||
Depreciation and amortization | 1,642 | 1,723 | 3,218 | 3,450 | |
Total costs and expenses | 15,946 | 18,081 | 31,916 | 34,732 | |
Income (loss) from operations | 6,051 | 3,124 | 11,170 | 6,462 | |
Interest expense, net of interest income | 224 | 227 | 442 | 467 | |
Income tax provision (benefit) | 1,295 | $ 726 | 2,254 | $ 1,481 | |
Specialty Containment | |||||
Revenues: | |||||
Rental | 25,209 | 49,322 | |||
Sales | 2,099 | 4,109 | |||
Other | 15 | 26 | |||
Total revenues | 27,323 | 53,457 | |||
Costs and expenses: | |||||
Rental, selling and general expenses | 16,090 | 31,904 | |||
Cost of sales | 1,412 | 2,681 | |||
Restructuring expenses | 974 | 1,240 | |||
Depreciation and amortization | 6,366 | 12,439 | |||
Total costs and expenses | 24,842 | 48,264 | |||
Income (loss) from operations | 2,481 | 5,193 | |||
Interest expense, net of interest income | 2,690 | 5,383 | |||
Income tax provision (benefit) | $ (89) | $ (81) |
Assets Segments (Detail)
Assets Segments (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | $ 707,086 | $ 705,608 |
Intangibles | 75,500 | 78,385 |
Rental Fleet | 944,618 | 1,087,056 |
Property Plant and Equipment | 120,524 | 113,175 |
Portable Storage | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 524,235 | 523,636 |
Intangibles | 2,280 | 2,770 |
Rental Fleet | 817,100 | 965,837 |
Property Plant and Equipment | 106,545 | 99,002 |
Portable Storage | North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 458,937 | 459,234 |
Intangibles | 1,716 | 2,119 |
Rental Fleet | 664,131 | 825,158 |
Property Plant and Equipment | 90,298 | 82,514 |
Portable Storage | United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 65,298 | 64,402 |
Intangibles | 564 | 651 |
Rental Fleet | 152,969 | 140,679 |
Property Plant and Equipment | 16,247 | 16,488 |
Specialty Containment | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 182,851 | 181,972 |
Intangibles | 73,220 | 75,615 |
Rental Fleet | 127,518 | 121,219 |
Property Plant and Equipment | $ 13,979 | $ 14,173 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Jul. 21, 2015 | Apr. 29, 2015 | Jan. 21, 2015 |
Subsequent Event [Line Items] | |||
Dividend payable | $ 0.187 | $ 0.187 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividend payable | $ 0.187 | ||
Dividend payable date | Sep. 2, 2015 | ||
Stockholder of record date | Aug. 19, 2015 |
Condensed Consolidating Finan76
Condensed Consolidating Financial Information - Additional Information (Detail) | Jun. 30, 2015 |
Equity Method Investments and Joint Ventures [Abstract] | |
Percentage of ownership owned | 100.00% |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 3,704 | $ 3,739 | $ 568 | $ 1,256 |
Receivables, net | 78,265 | 81,031 | ||
Inventories | 17,487 | 16,736 | ||
Rental fleet, net | 944,618 | 1,087,056 | ||
Property, plant and equipment, net | 120,524 | 113,175 | ||
Deposits and prepaid expenses | 12,089 | 8,586 | ||
Deferred financing costs, net and other assets | 7,919 | 8,858 | ||
Intangibles, net | 75,500 | 78,385 | ||
Goodwill | 707,086 | 705,608 | ||
Total assets | 1,967,192 | 2,103,174 | ||
Liabilities: | ||||
Accounts payable | 35,004 | 22,933 | ||
Accrued liabilities | 57,657 | 63,727 | ||
Lines of credit | 630,737 | 705,518 | ||
Obligations under capital leases | 29,539 | 24,918 | ||
Senior Notes | 200,000 | 200,000 | ||
Deferred income taxes | 219,226 | 231,547 | ||
Total liabilities | $ 1,172,163 | $ 1,248,643 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ 491 | $ 490 | ||
Additional paid-in capital | 577,291 | 569,083 | ||
Retained earnings | 345,536 | 380,504 | ||
Accumulated other comprehensive loss | (29,131) | (29,870) | ||
Treasury stock, at cost | (99,158) | (65,676) | ||
Total stockholders' equity | 795,029 | 854,531 | ||
Total liabilities and stockholders' equity | 1,967,192 | 2,103,174 | ||
Eliminations | ||||
ASSETS | ||||
Intercompany receivables | (177,958) | (178,989) | ||
Total assets | (177,958) | (178,989) | ||
Liabilities: | ||||
Deferred income taxes | (1,004) | |||
Intercompany payables | (67) | (94) | ||
Total liabilities | $ (67) | $ (1,098) | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ (18,388) | $ (18,388) | ||
Additional paid-in capital | (160,347) | (160,347) | ||
Retained earnings | 844 | 844 | ||
Total stockholders' equity | (177,891) | (177,891) | ||
Total liabilities and stockholders' equity | (177,958) | (178,989) | ||
Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 2,535 | 2,977 | 434 | (190) |
Receivables, net | 58,258 | 62,033 | ||
Inventories | 16,287 | 15,371 | ||
Rental fleet, net | 780,800 | 934,433 | ||
Property, plant and equipment, net | 103,303 | 95,509 | ||
Deposits and prepaid expenses | 8,683 | 7,375 | ||
Deferred financing costs, net and other assets | 7,919 | 8,858 | ||
Intangibles, net | 74,853 | 77,629 | ||
Goodwill | 636,835 | 635,943 | ||
Intercompany receivables | 144,053 | 145,018 | ||
Total assets | 1,833,526 | 1,985,146 | ||
Liabilities: | ||||
Accounts payable | 25,355 | 14,803 | ||
Accrued liabilities | 50,204 | 56,104 | ||
Lines of credit | 625,750 | 702,135 | ||
Obligations under capital leases | 29,408 | 24,760 | ||
Senior Notes | 200,000 | 200,000 | ||
Deferred income taxes | 199,389 | 215,184 | ||
Total liabilities | $ 1,130,106 | $ 1,212,986 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ 491 | $ 490 | ||
Additional paid-in capital | 577,291 | 569,083 | ||
Retained earnings | 224,796 | 268,263 | ||
Treasury stock, at cost | (99,158) | (65,676) | ||
Total stockholders' equity | 703,420 | 772,160 | ||
Total liabilities and stockholders' equity | 1,833,526 | 1,985,146 | ||
Non-Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 1,169 | 762 | $ 134 | $ 1,446 |
Receivables, net | 20,007 | 18,998 | ||
Inventories | 1,200 | 1,365 | ||
Rental fleet, net | 163,818 | 152,623 | ||
Property, plant and equipment, net | 17,221 | 17,666 | ||
Deposits and prepaid expenses | 3,406 | 1,211 | ||
Intangibles, net | 647 | 756 | ||
Goodwill | 70,251 | 69,665 | ||
Intercompany receivables | 33,905 | 33,971 | ||
Total assets | 311,624 | 297,017 | ||
Liabilities: | ||||
Accounts payable | 9,649 | 8,130 | ||
Accrued liabilities | 7,453 | 7,623 | ||
Lines of credit | 4,987 | 3,383 | ||
Obligations under capital leases | 131 | 158 | ||
Deferred income taxes | 19,837 | 17,367 | ||
Intercompany payables | 67 | 94 | ||
Total liabilities | $ 42,124 | $ 36,755 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ 18,388 | $ 18,388 | ||
Additional paid-in capital | 160,347 | 160,347 | ||
Retained earnings | 119,896 | 111,397 | ||
Accumulated other comprehensive loss | (29,131) | (29,870) | ||
Total stockholders' equity | 269,500 | 260,262 | ||
Total liabilities and stockholders' equity | $ 311,624 | $ 297,017 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - 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 | |
Revenues: | |||||
Rental | $ 120,245 | $ 98,041 | $ 243,362 | $ 192,121 | |
Sales | 8,199 | 7,982 | 16,171 | 15,848 | |
Other | 1,844 | 510 | 3,384 | 968 | |
Total revenues | 130,288 | 106,533 | 262,917 | 208,937 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 83,104 | 68,149 | 166,150 | 136,505 | |
Cost of sales | 5,400 | 5,379 | 10,533 | 10,932 | |
Restructuring expenses | 2,444 | 1,731 | 2,927 | 2,316 | $ 3,542 |
Asset impairment charge and loss on divestiture, net | 1,402 | 274 | 66,128 | 557 | |
Depreciation and amortization | 14,538 | 9,305 | 30,077 | 18,450 | |
Total costs and expenses | 106,888 | 84,838 | 275,815 | 168,760 | |
Income (loss) from operations | 23,400 | 21,695 | (12,898) | 40,177 | |
Other income (expense): | |||||
Interest expense | (8,967) | (7,097) | (18,026) | (14,084) | |
Foreign currency exchange | (2) | (2) | (1) | ||
Income (loss) before income tax provision (benefit) | 14,431 | 14,598 | (30,926) | 26,092 | |
Income tax provision (benefit) | 5,015 | 5,335 | (13,016) | 9,389 | |
Net income (loss) | 9,416 | 9,263 | (17,910) | 16,703 | |
Eliminations | |||||
Other income (expense): | |||||
Interest income | (2,661) | (21) | (5,323) | (51) | |
Interest expense | 2,661 | 21 | 5,323 | 51 | |
Guarantors | |||||
Revenues: | |||||
Rental | 98,354 | 76,613 | 200,461 | 150,881 | |
Sales | 7,078 | 6,807 | 13,995 | 13,334 | |
Other | 1,739 | 403 | 3,189 | 754 | |
Total revenues | 107,171 | 83,823 | 217,645 | 164,969 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 68,873 | 52,904 | 137,547 | 106,612 | |
Cost of sales | 4,506 | 4,548 | 8,843 | 9,100 | |
Restructuring expenses | 2,444 | 305 | 2,927 | 702 | |
Asset impairment charge and loss on divestiture, net | 1,384 | 280 | 66,110 | 416 | |
Depreciation and amortization | 12,785 | 7,443 | 26,633 | 14,720 | |
Total costs and expenses | 89,992 | 65,480 | 242,060 | 131,550 | |
Income (loss) from operations | 17,179 | 18,343 | (24,415) | 33,419 | |
Other income (expense): | |||||
Interest income | 2,661 | 21 | 5,323 | 51 | |
Interest expense | (11,245) | (6,719) | (22,588) | (13,318) | |
Income (loss) before income tax provision (benefit) | 8,595 | 11,645 | (41,680) | 20,152 | |
Income tax provision (benefit) | 3,720 | 4,609 | (15,271) | 7,908 | |
Net income (loss) | 4,875 | 7,036 | (26,409) | 12,244 | |
Non-Guarantors | |||||
Revenues: | |||||
Rental | 21,891 | 21,428 | 42,901 | 41,240 | |
Sales | 1,121 | 1,175 | 2,176 | 2,514 | |
Other | 105 | 107 | 195 | 214 | |
Total revenues | 23,117 | 22,710 | 45,272 | 43,968 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 14,231 | 15,245 | 28,603 | 29,893 | |
Cost of sales | 894 | 831 | 1,690 | 1,832 | |
Restructuring expenses | 1,426 | 1,614 | |||
Asset impairment charge and loss on divestiture, net | 18 | (6) | 18 | 141 | |
Depreciation and amortization | 1,753 | 1,862 | 3,444 | 3,730 | |
Total costs and expenses | 16,896 | 19,358 | 33,755 | 37,210 | |
Income (loss) from operations | 6,221 | 3,352 | 11,517 | 6,758 | |
Other income (expense): | |||||
Interest expense | (383) | (399) | (761) | (817) | |
Foreign currency exchange | (2) | (2) | (1) | ||
Income (loss) before income tax provision (benefit) | 5,836 | 2,953 | 10,754 | 5,940 | |
Income tax provision (benefit) | 1,295 | 726 | 2,255 | 1,481 | |
Net income (loss) | $ 4,541 | $ 2,227 | $ 8,499 | $ 4,459 |
Condensed Consolidating State79
Condensed Consolidating Statements of Comprehensive (Loss) Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Statement of Income Captions [Line Items] | ||||
Net (loss) income | $ 9,416 | $ 9,263 | $ (17,910) | $ 16,703 |
Foreign currency translation adjustment | 12,516 | 6,086 | 739 | 7,266 |
Comprehensive income (loss) | 21,932 | 15,349 | (17,171) | 23,969 |
Guarantors | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net (loss) income | 4,875 | 7,036 | (26,409) | 12,244 |
Comprehensive income (loss) | 4,875 | 7,036 | (26,409) | 12,244 |
Non-Guarantors | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net (loss) income | 4,541 | 2,227 | 8,499 | 4,459 |
Foreign currency translation adjustment | 12,516 | 6,086 | 739 | 7,266 |
Comprehensive income (loss) | $ 17,057 | $ 8,313 | $ 9,238 | $ 11,725 |
Condensed Consolidating State80
Condensed Consolidating Statements of Cash Flows (Detail) - 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) | $ 9,416 | $ 9,263 | $ (17,910) | $ 16,703 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Asset impairment charge and loss on divestiture, net | 66,128 | 557 | ||
Provision for doubtful accounts | 1,894 | 1,349 | ||
Amortization of deferred financing costs | 1,586 | 1,405 | ||
Amortization of long-term liabilities | 51 | 83 | ||
Share-based compensation expense | 6,737 | 7,141 | ||
Depreciation and amortization | 30,077 | 18,450 | ||
Gain on sale of rental fleet units | (3,643) | (2,495) | ||
Loss on disposal of property, plant and equipment | 1,482 | 359 | ||
Deferred income taxes | (13,420) | 9,189 | ||
Foreign currency loss | 2 | 1 | ||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Receivables | 495 | (2,609) | ||
Inventories | (750) | 55 | ||
Deposits and prepaid expenses | (2,926) | (1,856) | ||
Other assets and intangibles | (5) | (11) | ||
Accounts payable | 4,820 | 2,431 | ||
Accrued liabilities | (3,717) | (1,467) | ||
Net cash provided by operating activities | 70,901 | 49,285 | ||
Cash Flows from Investing Activities: | ||||
Proceeds from mobile wood office divestiture | 84,500 | |||
Cash paid for businesses, net of cash acquired | (1,200) | (16,260) | ||
Additions to rental fleet | (27,809) | (8,150) | ||
Proceeds from sale of rental fleet units | 9,375 | 12,019 | ||
Additions to property, plant and equipment | (11,612) | (4,741) | ||
Proceeds from sale of property, plant and equipment | 1,677 | 1,451 | ||
Net cash provided by (used in) investing activities | 54,931 | (15,681) | ||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | (74,782) | (19,189) | ||
Deferred financing costs | (113) | |||
Principal payments on capital lease obligations | (1,817) | (766) | ||
Issuance of common stock | 1,473 | 2,062 | ||
Dividend payments | (16,964) | (15,719) | ||
Purchase of treasury stock | (33,482) | (463) | ||
Net cash (used in) provided by financing activities | (125,685) | (34,075) | ||
Effect of exchange rate changes on cash | (182) | (217) | ||
Net (decrease) increase in cash | (35) | (688) | ||
Cash and cash equivalents at beginning of period | 3,739 | 1,256 | ||
Cash and cash equivalents at end of period | 3,704 | 568 | 3,704 | 568 |
Eliminations | ||||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Intercompany | (99) | |||
Net cash provided by operating activities | (99) | |||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | 99 | |||
Net cash (used in) provided by financing activities | 99 | |||
Guarantors | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 4,875 | 7,036 | (26,409) | 12,244 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Asset impairment charge and loss on divestiture, net | 66,110 | 416 | ||
Provision for doubtful accounts | 1,527 | 1,102 | ||
Amortization of deferred financing costs | 1,557 | 1,375 | ||
Amortization of long-term liabilities | 50 | 81 | ||
Share-based compensation expense | 6,548 | 6,767 | ||
Depreciation and amortization | 26,633 | 14,720 | ||
Gain on sale of rental fleet units | (3,417) | (3,237) | ||
Loss on disposal of property, plant and equipment | 1,132 | 199 | ||
Deferred income taxes | (15,674) | 7,728 | ||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Receivables | 1,659 | (1,114) | ||
Inventories | (915) | 232 | ||
Deposits and prepaid expenses | (783) | (1,609) | ||
Other assets and intangibles | (5) | 19 | ||
Accounts payable | 5,217 | 879 | ||
Accrued liabilities | (3,484) | (1,601) | ||
Intercompany | 835 | 2,290 | ||
Net cash provided by operating activities | 60,581 | 40,491 | ||
Cash Flows from Investing Activities: | ||||
Proceeds from mobile wood office divestiture | 84,473 | |||
Cash paid for businesses, net of cash acquired | (16,260) | |||
Additions to rental fleet | (17,749) | (4,871) | ||
Proceeds from sale of rental fleet units | 8,243 | 9,717 | ||
Additions to property, plant and equipment | (9,957) | (3,891) | ||
Proceeds from sale of property, plant and equipment | 1,228 | 1,145 | ||
Net cash provided by (used in) investing activities | 66,238 | (14,160) | ||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | (76,385) | (10,821) | ||
Deferred financing costs | (113) | |||
Principal payments on capital lease obligations | (1,790) | (766) | ||
Issuance of common stock | 1,473 | 2,062 | ||
Dividend payments | (16,964) | (15,719) | ||
Purchase of treasury stock | (33,482) | (463) | ||
Net cash (used in) provided by financing activities | (127,261) | (25,707) | ||
Net (decrease) increase in cash | (442) | 624 | ||
Cash and cash equivalents at beginning of period | 2,977 | (190) | ||
Cash and cash equivalents at end of period | 2,535 | 434 | 2,535 | 434 |
Non-Guarantors | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 4,541 | 2,227 | 8,499 | 4,459 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Asset impairment charge and loss on divestiture, net | 18 | 141 | ||
Provision for doubtful accounts | 367 | 247 | ||
Amortization of deferred financing costs | 29 | 30 | ||
Amortization of long-term liabilities | 1 | 2 | ||
Share-based compensation expense | 189 | 374 | ||
Depreciation and amortization | 3,444 | 3,730 | ||
Gain on sale of rental fleet units | (226) | 742 | ||
Loss on disposal of property, plant and equipment | 350 | 160 | ||
Deferred income taxes | 2,254 | 1,461 | ||
Foreign currency loss | 2 | 1 | ||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Receivables | (1,164) | (1,495) | ||
Inventories | 165 | (177) | ||
Deposits and prepaid expenses | (2,143) | (247) | ||
Other assets and intangibles | (30) | |||
Accounts payable | (397) | 1,552 | ||
Accrued liabilities | (233) | 134 | ||
Intercompany | (736) | (2,290) | ||
Net cash provided by operating activities | 10,419 | 8,794 | ||
Cash Flows from Investing Activities: | ||||
Proceeds from mobile wood office divestiture | 27 | |||
Cash paid for businesses, net of cash acquired | (1,200) | |||
Additions to rental fleet | (10,060) | (3,279) | ||
Proceeds from sale of rental fleet units | 1,132 | 2,302 | ||
Additions to property, plant and equipment | (1,655) | (850) | ||
Proceeds from sale of property, plant and equipment | 449 | 306 | ||
Net cash provided by (used in) investing activities | (11,307) | (1,521) | ||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | 1,504 | (8,368) | ||
Principal payments on capital lease obligations | (27) | |||
Net cash (used in) provided by financing activities | 1,477 | (8,368) | ||
Effect of exchange rate changes on cash | (182) | (217) | ||
Net (decrease) increase in cash | 407 | (1,312) | ||
Cash and cash equivalents at beginning of period | 762 | 1,446 | ||
Cash and cash equivalents at end of period | $ 1,169 | $ 134 | $ 1,169 | $ 134 |