Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 15, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
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 | 44,774,194 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 1,713 | $ 3,739 |
Receivables, net of allowance for doubtful accounts of $3,361 and $2,442 at September 30, 2015 and December 31, 2014, respectively | 83,845 | 81,031 |
Inventories | 17,562 | 16,736 |
Rental fleet, net | 964,348 | 1,087,056 |
Property, plant and equipment, net | 132,901 | 113,175 |
Deposits and prepaid expenses | 13,292 | 8,586 |
Deferred financing costs, net and other assets | 7,124 | 8,858 |
Intangibles, net | 74,736 | 78,385 |
Goodwill | 709,624 | 705,608 |
Total assets | 2,005,145 | 2,103,174 |
Liabilities: | ||
Accounts payable | 37,941 | 22,933 |
Accrued liabilities | 64,969 | 63,727 |
Lines of credit | 663,380 | 705,518 |
Obligations under capital leases | 39,644 | 24,918 |
Senior Notes | 200,000 | 200,000 |
Deferred income taxes | 225,818 | 231,547 |
Total liabilities | $ 1,231,752 | $ 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, 49,151 issued and 44,782 outstanding at September 30, 2015 and 49,015 issued and 46,157 outstanding at December 31, 2014 | $ 491 | $ 490 |
Additional paid-in capital | 581,585 | 569,083 |
Retained earnings | 351,114 | 380,504 |
Accumulated other comprehensive loss | (38,302) | (29,870) |
Treasury stock, at cost, 4,369 and 2,858 shares at September 30, 2015 and December 31, 2014, respectively | (121,495) | (65,676) |
Total stockholders' equity | 773,393 | 854,531 |
Total liabilities and stockholders' equity | $ 2,005,145 | $ 2,103,174 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 3,361 | $ 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 | 49,151,000 | 49,015,000 |
Common stock, outstanding | 44,782,000 | 46,157,000 |
Treasury stock, shares | 4,369,000 | 2,858,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Rental | $ 124,813 | $ 104,798 | $ 368,175 | $ 296,919 |
Sales | 6,594 | 7,913 | 22,765 | 23,761 |
Other | 1,936 | 611 | 5,320 | 1,579 |
Total revenues | 133,343 | 113,322 | 396,260 | 322,259 |
Costs and expenses: | ||||
Rental, selling and general expenses | 81,659 | 67,889 | 247,809 | 204,394 |
Cost of sales | 4,366 | 5,199 | 14,899 | 16,131 |
Restructuring expenses | 1,846 | 593 | 4,773 | 2,909 |
Asset impairment charge and loss on divestiture, net | 66,128 | 557 | ||
Depreciation and amortization | 14,998 | 9,470 | 45,075 | 27,920 |
Total costs and expenses | 102,869 | 83,151 | 378,684 | 251,911 |
Income from operations | 30,474 | 30,171 | 17,576 | 70,348 |
Other expense: | ||||
Interest income | 1 | 1 | ||
Interest expense | (8,960) | (7,107) | (26,986) | (21,191) |
Foreign currency exchange | (2) | (1) | ||
Income (loss) before income tax provision (benefit) | 21,515 | 23,064 | (9,411) | 49,156 |
Income tax provision (benefit) | 7,536 | 8,244 | (5,480) | 17,633 |
Net income (loss) | $ 13,979 | $ 14,820 | $ (3,931) | $ 31,523 |
Earnings (loss) per share: | ||||
Basic | $ 0.31 | $ 0.32 | $ (0.09) | $ 0.68 |
Diluted | $ 0.31 | $ 0.32 | $ (0.09) | $ 0.67 |
Weighted average number of common and common share equivalents outstanding: | ||||
Basic | 44,721 | 46,001 | 45,145 | 46,128 |
Diluted | 45,147 | 46,675 | 45,145 | 46,846 |
Cash dividends declared per share | $ 0.19 | $ 0.17 | $ 0.56 | $ 0.51 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 13,979 | $ 14,820 | $ (3,931) | $ 31,523 |
Foreign currency translation adjustment | (9,171) | (11,587) | (8,432) | (4,321) |
Comprehensive income (loss) | $ 4,808 | $ 3,233 | $ (12,363) | $ 27,202 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (3,931) | $ 31,523 |
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 | 2,826 | 2,057 |
Amortization of deferred financing costs | 2,384 | 2,108 |
Amortization of long-term liabilities | 76 | 124 |
Share-based compensation expense | 10,833 | 11,573 |
Depreciation and amortization | 45,075 | 27,920 |
Gain on sale of rental fleet | (5,196) | (4,496) |
Loss (gain) on disposal of property, plant and equipment | 2,035 | (181) |
Deferred income taxes | (6,086) | 17,333 |
Foreign currency transaction loss | 2 | 1 |
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||
Receivables | (6,478) | (9,883) |
Inventories | (875) | 1,125 |
Deposits and prepaid expenses | (5,423) | (920) |
Other assets and intangibles | 8 | 28 |
Accounts payable | 6,621 | 5,106 |
Accrued liabilities | 5,722 | 3,783 |
Net cash provided by operating activities | 113,721 | 87,758 |
Cash Flows from Investing Activities: | ||
Proceeds from wood mobile office divestiture, net | 83,299 | |
Cash paid for businesses acquired, net of cash acquired | (18,622) | (20,014) |
Additions to rental fleet, excluding acquisitions | (53,540) | (16,310) |
Proceeds from sale of rental fleet | 13,300 | 17,813 |
Additions to property, plant and equipment, excluding acquisitions | (17,918) | (11,677) |
Proceeds from sale of property, plant and equipment | 2,447 | 3,374 |
Net cash provided by (used in) investing activities | 8,966 | (26,814) |
Cash Flows from Financing Activities: | ||
Net repayments under lines of credit | (42,138) | (11,926) |
Deferred financing costs | (113) | |
Principal payments on capital lease obligations | (2,883) | (1,346) |
Issuance of common stock | 1,670 | 2,572 |
Dividend payments | (25,308) | (23,583) |
Purchase of treasury stock | (55,819) | (25,467) |
Net cash used in financing activities | (124,591) | (59,750) |
Effect of exchange rate changes on cash | (122) | (838) |
Net (decrease) increase in cash | (2,026) | 356 |
Cash and cash equivalents at beginning of period | 3,739 | 1,256 |
Cash and cash equivalents at end of period | 1,713 | 1,612 |
Supplemental Disclosure of Cash Flow Information: | ||
Equipment and other acquired through capital lease obligations | 17,638 | 11,491 |
Capital expenditures accrued or payable | $ 11,410 | $ 2,621 |
Mobile Mini, Organization and D
Mobile Mini, Organization and Description of Business | 9 Months Ended |
Sep. 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 certain other items to be settled over the next eighteen months. 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 September 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 nine-month periods ended September 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 nine months ended September 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 and assumptions included within the financial statements are the allowance for doubtful accounts, the recoverability of goodwill, intangibles and other long-lived assets, accruals related to commitments and contingencies, and the estimated useful lives and residual values on the rental fleet, property, plant and equipment, and intangible assets. 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 September 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 | 9 Months Ended |
Sep. 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. Simplifying the Measurement of Inventory. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 September 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 September 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: September 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 | 9 Months Ended |
Sep. 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 nine months ended September 30: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands, except (In thousands, except Numerator: Net income (loss) $ 13,979 $ 14,820 $ (3,931 ) $ 31,523 Basic EPS Denominator: Common shares outstanding beginning of period 45,050 46,241 45,814 46,084 Weighted shares (repurchased) issued during the period (329 ) (240 ) (669 ) 44 Total weighted average shares outstanding 44,721 46,001 45,145 46,128 Diluted EPS Denominator: Common shares outstanding beginning of period 45,050 46,241 45,814 46,084 Net weighted shares (repurchased) issued during the period (329 ) (240 ) (669 ) 44 Dilutive effect of stock options and nonvested share awards during the period 426 674 — 718 Total weighted average shares outstanding 45,147 46,675 45,145 46,846 Earnings (loss) per share: Basic $ 0.31 $ 0.32 $ (0.09 ) $ 0.68 Diluted 0.31 0.32 (0.09 ) 0.67 Basic weighted average number of common shares outstanding does not include nonvested share-awards of 0.3 million shares as of September 30, 2015 and 2014. There were approximately 0.6 million of common stock equivalents that would have been included in the diluted EPS denominator for the nine month period ended September 30, 2015 had there not been a net loss. These common stock equivalents were excluded because their inclusion would reduce the net loss per share. In addition, 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 September 30: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Stock options 1,146 780 1,143 234 Nonvested share-awards 4 3 1 2 Total 1,150 783 1,144 236 |
Impairment and Divestiture of N
Impairment and Divestiture of North American Wood Mobile Offices | 9 Months Ended |
Sep. 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 on the sale. For the nine months ended September 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 the Company’s 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 three months. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | (6) Acquisitions In the nine months ended September 30, 2015, Mobile Mini completed two acquisitions of portable storage businesses. These acquisitions expanded the Company’s existing operations in the Glasgow, Scotland market and further strengthened the Company’s positions in Knoxville and Chattanooga, Tennessee. The accompanying consolidated financial statements include the operations of the acquired businesses from the date of acquisition. The aggregate purchase price for the assets and liabilities acquired were recorded based on their estimated fair values at the date of the acquisitions. The Company has not disclosed the pro-forma impact of the acquisitions 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 nine months ended September 30, 2015 are as follows (in thousands): Net Assets Acquired: Rental fleet $ 12,252 Property, plant and equipment 157 Intangible assets: Customer relationships 759 Non-compete agreements 74 Goodwill 5,343 Other assets 318 Liabilities (281 ) Total purchase price $ 18,622 |
Inventories
Inventories | 9 Months Ended |
Sep. 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 the Company’s 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 September 30, 2015 and December 31, 2014 consisted of the following: September 30, December 31, (In thousands) Raw materials and supplies $ 14,404 $ 14,241 Work-in-process 207 201 Finished portable storage units 2,951 2,294 Inventories $ 17,562 $ 16,736 |
Rental Fleet
Rental Fleet | 9 Months Ended |
Sep. 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 the Company’s portable storage fleet are conducted on a regular basis by an independent appraiser selected by its lenders. Based on the values assigned in the most recent appraisal as of September 30, 2014, the portable storage rental fleet orderly liquidation value was approximately $1.0 billion as of September 30, 2015. In addition, an appraisal of the specialty containment fleet was conducted as of December 2014 in conjunction with the ETS Acquisition. Based upon the values assigned in this appraisal, the specialty containment rental fleet orderly liquidation value was approximately $94 million as of September 30, 2015. These appraisals were conducted by AccuVal Associates, Incorporated and are used to calculate the Company’s available borrowings under its Credit Agreement, as described in Note 11. The Company’s depreciation expense related to its rental fleet for the nine months ended September 30, 2015 and 2014 was $25.8 million and $16.1 million, respectively. At September 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 September 30, 2015 and December 31, 2014: Residual Value Useful Life September 30, December 31, (In thousands) Portable Storage: Steel storage containers 55 % 30 $ 622,312 $ 604,547 Steel ground level offices 55 % 30 347,198 329,565 Wood mobile offices 50 % 20 — 208,529 Other 7,304 5,633 Total 976,814 1,148,274 Accumulated depreciation (141,043 ) (182,437 ) Total portable storage fleet, net $ 835,771 $ 965,837 Specialty Containment: Steel tanks 25 $ 55,561 $ 50,843 Roll-off boxes 15 - 20 24,453 19,820 Stainless steel tank trailers 25 25,103 23,283 Vacuum boxes 20 9,752 7,667 De-watering boxes 20 5,655 3,898 Pumps and filtration equipment 7 13,302 11,510 Other 8,047 5,468 Total 141,873 122,489 Accumulated depreciation (13,296 ) (1,270 ) Total specialty containment fleet, net $ 128,577 $ 121,219 Total rental fleet, net $ 964,348 $ 1,087,056 (1) Specialty containment fleet has been assigned zero residual value. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 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 nine months ended September 30, 2015 and 2014 was $14.8 million and $10.9 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 September 30, 2015 and December 31, 2014 consisted of the following: Residual Value as Percentage of Useful Life September 30, December 31, (In thousands) Land $ 10,882 $ 10,920 Vehicles and machinery 0 - 55% 5 - 30 115,818 114,150 Buildings and improvements (1) 0 - 25 3 - 30 21,834 19,365 Office fixtures and equipment 0 3 - 5 41,243 33,942 Property, plant and equipment 189,777 178,377 Accumulated depreciation (56,876 ) (65,202 ) Property, plant and equipment, net $ 132,901 $ 113,175 (1) Improvements made to leased properties are depreciated over the lesser of the estimated remaining life or the remaining term of the respective lease. |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 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 nine months ended September 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 September 30, 2015: (In thousands) Balance at January 1, 2015 $ 705,608 Acquisition 5,343 Foreign currency (2,220 ) Adjustments 893 Balance at September 30, 2015 $ 709,624 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: September 30, 2015 December 31, 2014 Estimated Gross Accumulated Net Gross Accumulated Net (In thousands) Customer relationships 11 - 20 $ 92,511 $ (23,855 ) $ 68,656 $ 91,990 $ (20,484 ) $ 71,506 Trade names/trademarks 1 - 5 6,045 (1,501 ) 4,544 6,065 (919 ) 5,146 Non-compete agreements 2 - 5 1,840 (342 ) 1,498 1,772 (78 ) 1,694 Other 1 - 19 61 (23 ) 38 61 (22 ) 39 Total $ 100,457 $ (25,721 ) $ 74,736 $ 99,888 $ (21,503 ) $ 78,385 Amortization expense for amortizable intangibles was approximately $4.5 million and $0.9 million for the nine-month periods ended September 30, 2015 and 2014, respectively. Based on the carrying value at September 30, 2015, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands): 2015 (remaining) $ 1,515 2016 6,117 2017 6,066 2018 6,082 2019 6,090 Thereafter 48,866 Total $ 74,736 |
Lines of Credit
Lines of Credit | 9 Months Ended |
Sep. 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 September 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 September 30, 2015, and was above the minimum borrowing availability threshold and therefore not subject to any financial maintenance covenants. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 2012, 2013 and 2014 are subject to tax examination by the U.S. Internal Revenue Service through September 15, 2016, 2017 and 2018, 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 | 9 Months Ended |
Sep. 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 September 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 nine months ended September 30: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Share-based compensation expense included in: Rental, selling and general expenses $ 3,418 $ 4,156 $ 9,283 $ 11,297 Restructuring expenses 678 276 1,550 276 Total share-based compensation $ 4,096 $ 4,432 $ 10,833 $ 11,573 As of September 30, 2015, total unrecognized compensation cost related to stock option awards was approximately $6.0 million and the related weighted-average period over which it is expected to be recognized is approximately 1.1 years. As of September 30, 2015, the unrecognized compensation cost related to nonvested share-awards was approximately $6.5 million, which is expected to be recognized over a weighted-average period of approximately 2.1 years. Stock options. 2015 2014 Risk-free interest rate 1.3% - 1.7% 1.5% - 1.7% Expected life of the options (years) 5 5 Expected stock price volatility 35.3% - 35.7% 36.6% - 38.4% Expected dividend rate 1.8% - 2.0% 1.5% - 1.8% The following table summarizes stock option activity for the nine months ended September 30, 2015 (share amounts in thousands): Number of Weighted Options outstanding, beginning of period 2,649 $ 32.33 Granted 369 42.87 Canceled/Expired (90 ) 44.74 Exercised (61 ) 27.63 Options outstanding, end of period 2,867 33.39 A summary of stock options outstanding as of September 30, 2015, is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Outstanding 2,867 $ 33.39 7.65 $ 4,655 Vested and expected to vest 2,800 33.21 7.61 4,621 Exercisable 1,624 31.06 7.32 3,492 The aggregate intrinsic value of options exercised during the nine months ended September 30, 2015, was approximately $0.7 million and the weighted average fair value of stock options granted was $8.44. Nonvested share-awards. Shares Weighted Average Nonvested at beginning of period 343 $ 27.99 Awarded 104 37.22 Released (77 ) 34.80 Forfeited (29 ) 26.48 Nonvested at end of period 341 28.93 The total fair value of nonvested share-awards that vested during the nine months ended September 30, 2015 was $2.7 million. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 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 to 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 September 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 nine-month period ended September 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 4,685 45 43 4,773 Settlement of obligations (3,360 ) (181 ) (33 ) (3,574 ) Accrued obligations as of September 30, 2015 $ 1,766 $ 540 $ 10 $ 2,316 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 Nine Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Severance and benefits $ 1,811 $ 561 $ 4,685 $ 1,200 Lease abandonment costs 7 (5 ) 45 313 Other costs 28 37 43 1,396 Restructuring expenses $ 1,846 $ 593 $ 4,773 $ 2,909 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 the Company’s business or consolidated financial position. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | (16) Stockholders’ Equity Dividends On January 21, 2015, April 29, 2015, and July 21, 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, June 3, 2015, and September 2, 2015 respectively, to all stockholders of record as of the close of business on March 5, 2015, May 20, 2015 and August 19, 2015. Each future quarterly dividend payment is subject to review and approval by the Board. 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 nine months ended September 30, 2015, the Company purchased approximately 1.5 million shares of its common stock at a cost of $55.4 million under the authorized share repurchase program, and approximately $94.7 million is available for repurchase as of September 30, 2015. In addition, the Company withheld approximately 11,000 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. During the nine months ended September 30, 2014, the Company purchased approximately 0.6 million shares of its common stock at a cost of $25.0 million under the authorized share repurchase program. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 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 nine months ended September 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 September 30, 2015 and 2014. For the Three Months Ended September 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 76,501 $ 22,354 $ 98,855 $ 25,958 $ 124,813 Sales 4,169 661 4,830 1,764 6,594 Other 1,836 73 1,909 27 1,936 Total revenues 82,506 23,088 105,594 27,749 133,343 Costs and expenses: Rental, selling and general expenses 52,599 13,691 66,290 15,369 81,659 Cost of sales 2,642 482 3,124 1,242 4,366 Restructuring expenses 248 — 248 1,598 1,846 Depreciation and amortization 6,718 1,686 8,404 6,594 14,998 Total costs and expenses 62,207 15,859 78,066 24,803 102,869 Income from operations $ 20,299 $ 7,229 $ 27,528 $ 2,946 $ 30,474 Interest expense, net of interest income $ 6,050 $ 216 $ 6,266 $ 2,693 $ 8,959 Income tax provision 5,891 1,529 7,420 116 7,536 For the Three Months Ended September 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 82,669 $ 22,129 $ 104,798 $ — $ 104,798 Sales 6,982 931 7,913 — 7,913 Other 535 76 611 — 611 Total revenues 90,186 23,136 113,322 — 113,322 Costs and expenses: Rental, selling and general expenses 53,075 14,814 67,889 — 67,889 Cost of sales 4,482 717 5,199 — 5,199 Restructuring expenses 581 12 593 — 593 Depreciation and amortization 7,779 1,691 9,470 — 9,470 Total costs and expenses 65,917 17,234 83,151 — 83,151 Income from operations $ 24,269 $ 5,902 $ 30,171 $ — $ 30,171 Interest expense, net of interest income $ 6,893 $ 214 $ 7,107 $ — $ 7,107 Income tax provision 6,969 1,275 8,244 — 8,244 The following tables set forth certain information regarding each of the Company’s reportable segments for the nine-month periods ended September 30, 2015 and 2014. For the Nine Months Ended September 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 229,685 $ 63,210 $ 292,895 $ 75,280 $ 368,175 Sales 14,194 2,698 16,892 5,873 22,765 Other 5,001 266 5,267 53 5,320 Total revenues 248,880 66,174 315,054 81,206 396,260 Costs and expenses: Rental, selling and general expenses 159,741 40,795 200,536 47,273 247,809 Cost of sales 8,900 2,076 10,976 3,923 14,899 Restructuring expenses 1,935 — 1,935 2,838 4,773 Asset impairment charge and loss on divestiture, net 66,128 — 66,128 — 66,128 Depreciation and amortization 21,138 4,904 26,042 19,033 45,075 Total costs and expenses 257,842 47,775 305,617 73,067 378,684 (Loss) income from operations $ (8,962 ) $ 18,399 $ 9,437 $ 8,139 $ 17,576 Interest expense, net of interest income $ 18,251 $ 658 $ 18,909 $ 8,076 $ 26,985 Income tax (benefit) provision (9,298 ) 3,783 (5,515 ) 35 (5,480 ) For the Nine Months Ended September 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 236,166 $ 60,753 $ 296,919 $ — $ 296,919 Sales 20,469 3,292 23,761 — 23,761 Other 1,293 286 1,579 — 1,579 Total revenues 257,928 64,331 322,259 — 322,259 Costs and expenses: Rental, selling and general expenses 161,757 42,637 204,394 — 204,394 Cost of sales 13,692 2,439 16,131 — 16,131 Restructuring expenses 1,283 1,626 2,909 — 2,909 Asset impairment charge, net 433 124 557 — 557 Depreciation and amortization 22,778 5,142 27,920 — 27,920 Total costs and expenses 199,943 51,968 251,911 — 251,911 Income from operations $ 57,985 $ 12,363 $ 70,348 $ — $ 70,348 Interest expense, net of interest income $ 20,509 $ 682 $ 21,191 $ — $ 21,191 Income tax provision 14,878 2,755 17,633 — 17,633 The above schedules include revenues in the U.S. of $109.1 million and $88.7 million for the three-month periods ended September 30, 2015 and 2014, respectively, and revenues in the U.S. of $326.8 million and $253.7 million for the nine-month periods ended September 30, 2015 and 2014, respectively. Assets related to the Company’s reportable segments include the following: Portable Storage North United Total Specialty Consolidated (In thousands) As of September 30, 2015: Goodwill $ 463,775 $ 62,998 $ 526,773 $ 182,851 $ 709,624 Intangibles 2,253 479 2,732 72,004 74,736 Rental Fleet 682,705 153,066 835,771 128,577 964,348 Property Plant and Equipment 98,837 16,428 115,265 17,636 132,901 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 September 30, 2015 and December 31, 2014, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events Declaration of quarterly dividend On October 20, 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 December 2, 2015 to all stockholders of record as of the close of business on November 11, 2015. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 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 September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 971 $ 742 $ — $ 1,713 Receivables, net 63,805 20,040 — 83,845 Inventories 16,470 1,092 — 17,562 Rental fleet, net 801,385 162,963 — 964,348 Property, plant and equipment, net 115,478 17,423 — 132,901 Deposits and prepaid expenses 9,175 4,117 — 13,292 Deferred financing costs, net and other assets 7,124 — — 7,124 Intangibles, net 74,189 547 — 74,736 Goodwill 642,063 67,561 — 709,624 Intercompany receivables 143,579 3,602 (147,181 ) — Total assets $ 1,874,239 $ 278,087 $ (147,181 ) $ 2,005,145 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 26,894 $ 11,047 $ — $ 37,941 Accrued liabilities 57,745 7,224 — 64,969 Lines of credit 659,744 3,636 — 663,380 Obligations under capital leases 39,296 348 — 39,644 Senior Notes 200,000 — — 200,000 Deferred income taxes 205,148 20,670 — 225,818 Intercompany payables — 26 (26 ) — Total liabilities 1,188,827 42,951 (26 ) 1,231,752 Commitments and contingencies Stockholders’ equity: Common stock 491 — — 491 Additional paid-in capital 581,585 147,999 (147,999 ) 581,585 Retained earnings 224,831 125,439 844 351,114 Accumulated other comprehensive loss — (38,302 ) — (38,302 ) Treasury stock, at cost (121,495 ) — — (121,495 ) Total stockholders’ equity 685,412 235,136 (147,155 ) 773,393 Total liabilities and stockholders’ equity $ 1,874,239 $ 278,087 $ (147,181 ) $ 2,005,145 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 September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 101,402 $ 23,411 $ — $ 124,813 Sales 5,862 732 — 6,594 Other 1,862 74 — 1,936 Total revenues 109,126 24,217 — 133,343 Costs and expenses: Rental, selling and general expenses 67,227 14,432 — 81,659 Cost of sales 3,840 526 — 4,366 Restructuring expenses 1,846 — — 1,846 Depreciation and amortization 13,194 1,804 — 14,998 Total costs and expenses 86,107 16,762 — 102,869 Income from operations 23,019 7,455 — 30,474 Other income (expense): Interest income 2,659 — (2,658 ) 1 Interest expense (11,235 ) (383 ) 2,658 (8,960 ) Foreign currency exchange — — Income before income tax provision 14,443 7,072 — 21,515 Income tax provision 6,007 1,529 — 7,536 Net income $ 8,436 $ 5,543 $ — $ 13,979 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 8,436 $ 5,543 $ — $ 13,979 Foreign currency translation adjustment — (9,171 ) — (9,171 ) Comprehensive income (loss) $ 8,436 $ (3,628 ) $ — $ 4,808 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 81,369 $ 23,429 $ — $ 104,798 Sales 6,827 1,086 — 7,913 Other 533 78 — 611 Total revenues 88,729 24,593 — 113,322 Costs and expenses: Rental, selling and general expenses 52,118 15,771 — 67,889 Cost of sales 4,351 848 — 5,199 Restructuring expenses 581 12 — 593 Asset impairment charge, net — — — — Depreciation and amortization 7,646 1,824 — 9,470 Total costs and expenses 64,696 18,455 — 83,151 Income from operations 24,033 6,138 — 30,171 Other income (expense): Interest income 11 — (11 ) — Interest expense (6,745 ) (373 ) 11 (7,107 ) Foreign currency exchange — — — — Income before income tax provision 17,299 5,765 — 23,064 Income tax provision 6,970 1,274 — 8,244 Net income $ 10,329 $ 4,491 $ — $ 14,820 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 10,329 $ 4,491 $ — $ 14,820 Foreign currency translation adjustment — (11,587 ) — (11,587 ) Comprehensive income (loss) $ 10,329 $ (7,096 ) $ — $ 3,233 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 301,863 $ 66,312 $ — $ 368,175 Sales 19,857 2,908 — 22,765 Other 5,051 269 — 5,320 Total revenues 326,771 69,489 — 396,260 Costs and expenses: Rental, selling and general expenses 204,774 43,035 — 247,809 Cost of sales 12,683 2,216 — 14,899 Restructuring expenses 4,773 — — 4,773 Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Depreciation and amortization 39,827 5,248 — 45,075 Total costs and expenses 328,167 50,517 — 378,684 (Loss) income from operations (1,396 ) 18,972 — 17,576 Other income (expense): Interest income 7,982 — (7,981 ) 1 Interest expense (33,823 ) (1,144 ) 7,981 (26,986 ) Foreign currency exchange — (2 ) — (2 ) (Loss) income before income tax (benefit) provision (27,237 ) 17,826 — (9,411 ) Income tax (benefit) provision (9,264 ) 3,784 — (5,480 ) Net (loss) income $ (17,973 ) $ 14,042 $ — $ (3,931 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Nine Months Ended September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net (loss) income $ (17,973 ) $ 14,042 $ — $ (3,931 ) Foreign currency translation adjustment — (8,432 ) (8,432 ) Comprehensive (loss) income $ (17,973 ) $ 5,610 $ — $ (12,363 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 232,250 $ 64,669 $ — $ 296,919 Sales 20,161 3,600 — 23,761 Other 1,287 292 — 1,579 Total revenues 253,698 68,561 — 322,259 Costs and expenses: Rental, selling and general expenses 158,730 45,664 — 204,394 Cost of sales 13,451 2,680 — 16,131 Restructuring expenses 1,283 1,626 — 2,909 Asset impairment charge, net 416 141 — 557 Depreciation and amortization 22,366 5,554 — 27,920 Total costs and expenses 196,246 55,665 — 251,911 Income from operations 57,452 12,896 — 70,348 Other income (expense): Interest income 62 — (62 ) — Interest expense (20,063 ) (1,190 ) 62 (21,191 ) Foreign currency exchange — (1 ) — (1 ) Income before income tax provision 37,451 11,705 — 49,156 Income tax provision 14,878 2,755 — 17,633 Net income $ 22,573 $ 8,950 $ — $ 31,523 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended September 30, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 22,573 $ 8,950 $ — $ 31,523 Foreign currency translation adjustment — (4,321 ) (4,321 ) Comprehensive income $ 22,573 $ 4,629 $ — $ 27,202 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (17,973 ) $ 14,042 $ — $ (3,931 ) 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 2,281 545 — 2,826 Amortization of deferred financing costs 2,340 44 — 2,384 Amortization of long-term liabilities 75 1 — 76 Share-based compensation expense 10,538 295 — 10,833 Depreciation and amortization 39,827 5,248 — 45,075 Gain on sale of rental fleet units (4,838 ) (358 ) — (5,196 ) Loss on disposal of property, plant and equipment 1,665 370 — 2,035 Deferred income taxes (9,869 ) 3,783 — (6,086 ) Foreign currency loss — 2 — 2 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (4,306 ) (2,172 ) — (6,478 ) Inventories (1,099 ) 224 — (875 ) Deposits and prepaid expenses (2,415 ) (3,008 ) — (5,423 ) Other assets and intangibles 8 — — 8 Accounts payable 5,850 771 — 6,621 Accrued liabilities 5,904 (182 ) — 5,722 Intercompany 1,258 (1,258 ) — — Net cash provided by operating activities 95,356 18,365 — 113,721 Cash Flows from Investing Activities: Proceeds from mobile wood office divestiture 83,272 27 — 83,299 Cash paid for businesses, net of cash acquired (17,422 ) (1,200 ) — (18,622 ) Additions to rental fleet (37,085 ) (16,455 ) — (53,540 ) Proceeds from sale of rental fleet units 11,693 1,607 — 13,300 Additions to property, plant and equipment (14,929 ) (2,989 ) — (17,918 ) Proceeds from sale of property, plant and equipment 1,904 543 — 2,447 Net cash provided by (used in) investing activities 27,433 (18,467 ) — 8,966 Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit (42,391 ) 253 — (42,138 ) Deferred financing costs (113 ) — — (113 ) Principal payments on capital lease obligations (2,834 ) (49 ) — (2,883 ) Issuance of common stock 1,670 — — 1,670 Dividend payments (25,308 ) — — (25,308 ) Purchase of treasury stock (55,819 ) — — (55,819 ) Net cash (used in) provided by financing activities (124,795 ) 204 — (124,591 ) Effect of exchange rate changes on cash — (122 ) — (122 ) Net decrease in cash (2,006 ) (20 ) — (2,026 ) Cash and cash equivalents at beginning of period 2,977 762 — 3,739 Cash and cash equivalents at end of period $ 971 $ 742 $ — $ 1,713 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 22,573 $ 8,950 $ — $ 31,523 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment charge, net 416 141 — 557 Provision for doubtful accounts 1,633 424 — 2,057 Amortization of deferred financing costs 2,062 46 — 2,108 Amortization of long-term liabilities 121 3 — 124 Share-based compensation expense 11,024 549 — 11,573 Depreciation and amortization 22,366 5,554 — 27,920 (Gain) loss on sale of rental fleet units (5,078 ) 582 — (4,496 ) (Gain) loss on disposal of property, plant and equipment (429 ) 248 — (181 ) Deferred income taxes 14,602 2,731 — 17,333 Foreign currency loss — 1 — 1 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (6,896 ) (2,987 ) — (9,883 ) Inventories 819 306 — 1,125 Deposits and prepaid expenses (891 ) (29 ) — (920 ) Other assets and intangibles 73 (45 ) — 28 Accounts payable 2,589 2,517 — 5,106 Accrued liabilities 3,329 454 — 3,783 Intercompany 3,243 (3,243 ) — — Net cash provided by operating activities 71,556 16,202 — 87,758 Cash Flows from Investing Activities: Cash paid for businesses, net of cash acquired (20,014 ) — — (20,014 ) Additions to rental fleet (8,927 ) (7,383 ) — (16,310 ) Proceeds from sale of rental fleet units 14,708 3,105 — 17,813 Additions to property, plant and equipment (9,658 ) (2,019 ) — (11,677 ) Proceeds from sale of property, plant and equipment 3,021 353 — 3,374 Net cash used in investing activities (20,870 ) (5,944 ) — (26,814 ) Cash Flows from Financing Activities: Net repayments under lines of credit (2,372 ) (9,554 ) — (11,926 ) Principal payments on capital lease obligations (1,332 ) (14 ) — (1,346 ) Issuance of common stock 2,572 — — 2,572 Dividend payments (23,583 ) — — (23,583 ) Purchase of treasury stock (25,467 ) — — (25,467 ) Net cash used in financing activities (50,182 ) (9,568 ) — (59,750 ) Effect of exchange rate changes on cash — (838 ) — (838 ) Net increase (decrease) in cash 504 (148 ) — 356 Cash and cash equivalents at beginning of period (190 ) 1,446 1,256 Cash and cash equivalents at end of period $ 314 $ 1,298 $ — $ 1,612 |
Mobile Mini, Organization and26
Mobile Mini, Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 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 nine months ended September 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 and assumptions included within the financial statements are the allowance for doubtful accounts, the recoverability of goodwill, intangibles and other long-lived assets, accruals related to commitments and contingencies, and the estimated useful lives and residual values on the rental fleet, property, plant and equipment, and intangible assets. |
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 September 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. Simplifying the Measurement of Inventory. |
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 the Company’s 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 nine months ended September 30, 2015 and 2014 was $14.8 million and $10.9 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 nine months ended September 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) | 9 Months Ended |
Sep. 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: September 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) | 9 Months Ended |
Sep. 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 nine months ended September 30: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands, except (In thousands, except Numerator: Net income (loss) $ 13,979 $ 14,820 $ (3,931 ) $ 31,523 Basic EPS Denominator: Common shares outstanding beginning of period 45,050 46,241 45,814 46,084 Weighted shares (repurchased) issued during the period (329 ) (240 ) (669 ) 44 Total weighted average shares outstanding 44,721 46,001 45,145 46,128 Diluted EPS Denominator: Common shares outstanding beginning of period 45,050 46,241 45,814 46,084 Net weighted shares (repurchased) issued during the period (329 ) (240 ) (669 ) 44 Dilutive effect of stock options and nonvested share awards during the period 426 674 — 718 Total weighted average shares outstanding 45,147 46,675 45,145 46,846 Earnings (loss) per share: Basic $ 0.31 $ 0.32 $ (0.09 ) $ 0.68 Diluted 0.31 0.32 (0.09 ) 0.67 |
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 September 30: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Stock options 1,146 780 1,143 234 Nonvested share-awards 4 3 1 2 Total 1,150 783 1,144 236 |
Impairment and Divestiture of29
Impairment and Divestiture of North American Wood Mobile Offices (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Impairment and Divestiture | For the nine months ended September 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 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2015 are as follows (in thousands): Net Assets Acquired: Rental fleet $ 12,252 Property, plant and equipment 157 Intangible assets: Customer relationships 759 Non-compete agreements 74 Goodwill 5,343 Other assets 318 Liabilities (281 ) Total purchase price $ 18,622 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories at September 30, 2015 and December 31, 2014 consisted of the following: September 30, December 31, (In thousands) Raw materials and supplies $ 14,404 $ 14,241 Work-in-process 207 201 Finished portable storage units 2,951 2,294 Inventories $ 17,562 $ 16,736 |
Rental Fleet (Tables)
Rental Fleet (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Rental Fleet | Rental fleet consisted of the following at September 30, 2015 and December 31, 2014: Residual Value Useful Life September 30, December 31, (In thousands) Portable Storage: Steel storage containers 55 % 30 $ 622,312 $ 604,547 Steel ground level offices 55 % 30 347,198 329,565 Wood mobile offices 50 % 20 — 208,529 Other 7,304 5,633 Total 976,814 1,148,274 Accumulated depreciation (141,043 ) (182,437 ) Total portable storage fleet, net $ 835,771 $ 965,837 Specialty Containment: Steel tanks 25 $ 55,561 $ 50,843 Roll-off boxes 15 - 20 24,453 19,820 Stainless steel tank trailers 25 25,103 23,283 Vacuum boxes 20 9,752 7,667 De-watering boxes 20 5,655 3,898 Pumps and filtration equipment 7 13,302 11,510 Other 8,047 5,468 Total 141,873 122,489 Accumulated depreciation (13,296 ) (1,270 ) Total specialty containment fleet, net $ 128,577 $ 121,219 Total rental fleet, net $ 964,348 $ 1,087,056 (1) Specialty containment fleet has been assigned zero residual value. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at September 30, 2015 and December 31, 2014 consisted of the following: Residual Value as Percentage of Useful Life September 30, December 31, (In thousands) Land $ 10,882 $ 10,920 Vehicles and machinery 0 - 55% 5 - 30 115,818 114,150 Buildings and improvements (1) 0 - 25 3 - 30 21,834 19,365 Office fixtures and equipment 0 3 - 5 41,243 33,942 Property, plant and equipment 189,777 178,377 Accumulated depreciation (56,876 ) (65,202 ) Property, plant and equipment, net $ 132,901 $ 113,175 (1) Improvements made to leased properties are depreciated over the lesser of the estimated remaining life or the remaining term of the respective lease. |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 9 Months Ended |
Sep. 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 September 30, 2015: (In thousands) Balance at January 1, 2015 $ 705,608 Acquisition 5,343 Foreign currency (2,220 ) Adjustments 893 Balance at September 30, 2015 $ 709,624 |
Balances Related to Intangible Assets | The following table reflects balances related to intangible assets for the periods presented: September 30, 2015 December 31, 2014 Estimated Gross Accumulated Net Gross Accumulated Net (In thousands) Customer relationships 11 - 20 $ 92,511 $ (23,855 ) $ 68,656 $ 91,990 $ (20,484 ) $ 71,506 Trade names/trademarks 1 - 5 6,045 (1,501 ) 4,544 6,065 (919 ) 5,146 Non-compete agreements 2 - 5 1,840 (342 ) 1,498 1,772 (78 ) 1,694 Other 1 - 19 61 (23 ) 38 61 (22 ) 39 Total $ 100,457 $ (25,721 ) $ 74,736 $ 99,888 $ (21,503 ) $ 78,385 |
Schedule of Expected Future Amortization of Intangible Assets | Based on the carrying value at September 30, 2015, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands): 2015 (remaining) $ 1,515 2016 6,117 2017 6,066 2018 6,082 2019 6,090 Thereafter 48,866 Total $ 74,736 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Share-based compensation expense included in: Rental, selling and general expenses $ 3,418 $ 4,156 $ 9,283 $ 11,297 Restructuring expenses 678 276 1,550 276 Total share-based compensation $ 4,096 $ 4,432 $ 10,833 $ 11,573 |
Key Assumptions Used to Estimate Fair Value of Stock Options Granted | The following are the key assumptions used for options granted during the nine-month periods ended September 30: 2015 2014 Risk-free interest rate 1.3% - 1.7% 1.5% - 1.7% Expected life of the options (years) 5 5 Expected stock price volatility 35.3% - 35.7% 36.6% - 38.4% Expected dividend rate 1.8% - 2.0% 1.5% - 1.8% |
Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2015 (share amounts in thousands): Number of Weighted Options outstanding, beginning of period 2,649 $ 32.33 Granted 369 42.87 Canceled/Expired (90 ) 44.74 Exercised (61 ) 27.63 Options outstanding, end of period 2,867 33.39 |
Fully Vested Stock Options and Stock Options Expected to Vest | A summary of stock options outstanding as of September 30, 2015, is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Outstanding 2,867 $ 33.39 7.65 $ 4,655 Vested and expected to vest 2,800 33.21 7.61 4,621 Exercisable 1,624 31.06 7.32 3,492 |
Nonvested Share-Awards Activity | A summary of nonvested share-awards activity for the nine months ended September 30, 2015 is as follows (share amounts in thousands): Shares Weighted Average Nonvested at beginning of period 343 $ 27.99 Awarded 104 37.22 Released (77 ) 34.80 Forfeited (29 ) 26.48 Nonvested at end of period 341 28.93 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 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 nine-month period ended September 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 4,685 45 43 4,773 Settlement of obligations (3,360 ) (181 ) (33 ) (3,574 ) Accrued obligations as of September 30, 2015 $ 1,766 $ 540 $ 10 $ 2,316 |
Restructuring Expense | The following amounts are included in restructuring expense for the periods indicated: Three Months Ended Nine Months Ended 2015 2014 2015 2014 (In thousands) (In thousands) Severance and benefits $ 1,811 $ 561 $ 4,685 $ 1,200 Lease abandonment costs 7 (5 ) 45 313 Other costs 28 37 43 1,396 Restructuring expenses $ 1,846 $ 593 $ 4,773 $ 2,909 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 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 September 30, 2015 and 2014. For the Three Months Ended September 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 76,501 $ 22,354 $ 98,855 $ 25,958 $ 124,813 Sales 4,169 661 4,830 1,764 6,594 Other 1,836 73 1,909 27 1,936 Total revenues 82,506 23,088 105,594 27,749 133,343 Costs and expenses: Rental, selling and general expenses 52,599 13,691 66,290 15,369 81,659 Cost of sales 2,642 482 3,124 1,242 4,366 Restructuring expenses 248 — 248 1,598 1,846 Depreciation and amortization 6,718 1,686 8,404 6,594 14,998 Total costs and expenses 62,207 15,859 78,066 24,803 102,869 Income from operations $ 20,299 $ 7,229 $ 27,528 $ 2,946 $ 30,474 Interest expense, net of interest income $ 6,050 $ 216 $ 6,266 $ 2,693 $ 8,959 Income tax provision 5,891 1,529 7,420 116 7,536 For the Three Months Ended September 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 82,669 $ 22,129 $ 104,798 $ — $ 104,798 Sales 6,982 931 7,913 — 7,913 Other 535 76 611 — 611 Total revenues 90,186 23,136 113,322 — 113,322 Costs and expenses: Rental, selling and general expenses 53,075 14,814 67,889 — 67,889 Cost of sales 4,482 717 5,199 — 5,199 Restructuring expenses 581 12 593 — 593 Depreciation and amortization 7,779 1,691 9,470 — 9,470 Total costs and expenses 65,917 17,234 83,151 — 83,151 Income from operations $ 24,269 $ 5,902 $ 30,171 $ — $ 30,171 Interest expense, net of interest income $ 6,893 $ 214 $ 7,107 $ — $ 7,107 Income tax provision 6,969 1,275 8,244 — 8,244 The following tables set forth certain information regarding each of the Company’s reportable segments for the nine-month periods ended September 30, 2015 and 2014. For the Nine Months Ended September 30, 2015 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 229,685 $ 63,210 $ 292,895 $ 75,280 $ 368,175 Sales 14,194 2,698 16,892 5,873 22,765 Other 5,001 266 5,267 53 5,320 Total revenues 248,880 66,174 315,054 81,206 396,260 Costs and expenses: Rental, selling and general expenses 159,741 40,795 200,536 47,273 247,809 Cost of sales 8,900 2,076 10,976 3,923 14,899 Restructuring expenses 1,935 — 1,935 2,838 4,773 Asset impairment charge and loss on divestiture, net 66,128 — 66,128 — 66,128 Depreciation and amortization 21,138 4,904 26,042 19,033 45,075 Total costs and expenses 257,842 47,775 305,617 73,067 378,684 (Loss) income from operations $ (8,962 ) $ 18,399 $ 9,437 $ 8,139 $ 17,576 Interest expense, net of interest income $ 18,251 $ 658 $ 18,909 $ 8,076 $ 26,985 Income tax (benefit) provision (9,298 ) 3,783 (5,515 ) 35 (5,480 ) For the Nine Months Ended September 30, 2014 Portable Storage North United Total Specialty Consolidated (In thousands) Revenues: Rental $ 236,166 $ 60,753 $ 296,919 $ — $ 296,919 Sales 20,469 3,292 23,761 — 23,761 Other 1,293 286 1,579 — 1,579 Total revenues 257,928 64,331 322,259 — 322,259 Costs and expenses: Rental, selling and general expenses 161,757 42,637 204,394 — 204,394 Cost of sales 13,692 2,439 16,131 — 16,131 Restructuring expenses 1,283 1,626 2,909 — 2,909 Asset impairment charge, net 433 124 557 — 557 Depreciation and amortization 22,778 5,142 27,920 — 27,920 Total costs and expenses 199,943 51,968 251,911 — 251,911 Income from operations $ 57,985 $ 12,363 $ 70,348 $ — $ 70,348 Interest expense, net of interest income $ 20,509 $ 682 $ 21,191 $ — $ 21,191 Income tax provision 14,878 2,755 17,633 — 17,633 |
Assets Segments | Assets related to the Company’s reportable segments include the following: Portable Storage North United Total Specialty Consolidated (In thousands) As of September 30, 2015: Goodwill $ 463,775 $ 62,998 $ 526,773 $ 182,851 $ 709,624 Intangibles 2,253 479 2,732 72,004 74,736 Rental Fleet 682,705 153,066 835,771 128,577 964,348 Property Plant and Equipment 98,837 16,428 115,265 17,636 132,901 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) | 9 Months Ended |
Sep. 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 September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 971 $ 742 $ — $ 1,713 Receivables, net 63,805 20,040 — 83,845 Inventories 16,470 1,092 — 17,562 Rental fleet, net 801,385 162,963 — 964,348 Property, plant and equipment, net 115,478 17,423 — 132,901 Deposits and prepaid expenses 9,175 4,117 — 13,292 Deferred financing costs, net and other assets 7,124 — — 7,124 Intangibles, net 74,189 547 — 74,736 Goodwill 642,063 67,561 — 709,624 Intercompany receivables 143,579 3,602 (147,181 ) — Total assets $ 1,874,239 $ 278,087 $ (147,181 ) $ 2,005,145 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 26,894 $ 11,047 $ — $ 37,941 Accrued liabilities 57,745 7,224 — 64,969 Lines of credit 659,744 3,636 — 663,380 Obligations under capital leases 39,296 348 — 39,644 Senior Notes 200,000 — — 200,000 Deferred income taxes 205,148 20,670 — 225,818 Intercompany payables — 26 (26 ) — Total liabilities 1,188,827 42,951 (26 ) 1,231,752 Commitments and contingencies Stockholders’ equity: Common stock 491 — — 491 Additional paid-in capital 581,585 147,999 (147,999 ) 581,585 Retained earnings 224,831 125,439 844 351,114 Accumulated other comprehensive loss — (38,302 ) — (38,302 ) Treasury stock, at cost (121,495 ) — — (121,495 ) Total stockholders’ equity 685,412 235,136 (147,155 ) 773,393 Total liabilities and stockholders’ equity $ 1,874,239 $ 278,087 $ (147,181 ) $ 2,005,145 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 September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 101,402 $ 23,411 $ — $ 124,813 Sales 5,862 732 — 6,594 Other 1,862 74 — 1,936 Total revenues 109,126 24,217 — 133,343 Costs and expenses: Rental, selling and general expenses 67,227 14,432 — 81,659 Cost of sales 3,840 526 — 4,366 Restructuring expenses 1,846 — — 1,846 Depreciation and amortization 13,194 1,804 — 14,998 Total costs and expenses 86,107 16,762 — 102,869 Income from operations 23,019 7,455 — 30,474 Other income (expense): Interest income 2,659 — (2,658 ) 1 Interest expense (11,235 ) (383 ) 2,658 (8,960 ) Foreign currency exchange — — Income before income tax provision 14,443 7,072 — 21,515 Income tax provision 6,007 1,529 — 7,536 Net income $ 8,436 $ 5,543 $ — $ 13,979 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 81,369 $ 23,429 $ — $ 104,798 Sales 6,827 1,086 — 7,913 Other 533 78 — 611 Total revenues 88,729 24,593 — 113,322 Costs and expenses: Rental, selling and general expenses 52,118 15,771 — 67,889 Cost of sales 4,351 848 — 5,199 Restructuring expenses 581 12 — 593 Asset impairment charge, net — — — — Depreciation and amortization 7,646 1,824 — 9,470 Total costs and expenses 64,696 18,455 — 83,151 Income from operations 24,033 6,138 — 30,171 Other income (expense): Interest income 11 — (11 ) — Interest expense (6,745 ) (373 ) 11 (7,107 ) Foreign currency exchange — — — — Income before income tax provision 17,299 5,765 — 23,064 Income tax provision 6,970 1,274 — 8,244 Net income $ 10,329 $ 4,491 $ — $ 14,820 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 301,863 $ 66,312 $ — $ 368,175 Sales 19,857 2,908 — 22,765 Other 5,051 269 — 5,320 Total revenues 326,771 69,489 — 396,260 Costs and expenses: Rental, selling and general expenses 204,774 43,035 — 247,809 Cost of sales 12,683 2,216 — 14,899 Restructuring expenses 4,773 — — 4,773 Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Depreciation and amortization 39,827 5,248 — 45,075 Total costs and expenses 328,167 50,517 — 378,684 (Loss) income from operations (1,396 ) 18,972 — 17,576 Other income (expense): Interest income 7,982 — (7,981 ) 1 Interest expense (33,823 ) (1,144 ) 7,981 (26,986 ) Foreign currency exchange — (2 ) — (2 ) (Loss) income before income tax (benefit) provision (27,237 ) 17,826 — (9,411 ) Income tax (benefit) provision (9,264 ) 3,784 — (5,480 ) Net (loss) income $ (17,973 ) $ 14,042 $ — $ (3,931 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 232,250 $ 64,669 $ — $ 296,919 Sales 20,161 3,600 — 23,761 Other 1,287 292 — 1,579 Total revenues 253,698 68,561 — 322,259 Costs and expenses: Rental, selling and general expenses 158,730 45,664 — 204,394 Cost of sales 13,451 2,680 — 16,131 Restructuring expenses 1,283 1,626 — 2,909 Asset impairment charge, net 416 141 — 557 Depreciation and amortization 22,366 5,554 — 27,920 Total costs and expenses 196,246 55,665 — 251,911 Income from operations 57,452 12,896 — 70,348 Other income (expense): Interest income 62 — (62 ) — Interest expense (20,063 ) (1,190 ) 62 (21,191 ) Foreign currency exchange — (1 ) — (1 ) Income before income tax provision 37,451 11,705 — 49,156 Income tax provision 14,878 2,755 — 17,633 Net income $ 22,573 $ 8,950 $ — $ 31,523 |
Condensed Consolidating Statements of Comprehensive Income (Loss) | MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 8,436 $ 5,543 $ — $ 13,979 Foreign currency translation adjustment — (9,171 ) — (9,171 ) Comprehensive income (loss) $ 8,436 $ (3,628 ) $ — $ 4,808 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 10,329 $ 4,491 $ — $ 14,820 Foreign currency translation adjustment — (11,587 ) — (11,587 ) Comprehensive income (loss) $ 10,329 $ (7,096 ) $ — $ 3,233 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Nine Months Ended September 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net (loss) income $ (17,973 ) $ 14,042 $ — $ (3,931 ) Foreign currency translation adjustment — (8,432 ) (8,432 ) Comprehensive (loss) income $ (17,973 ) $ 5,610 $ — $ (12,363 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended September 30, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 22,573 $ 8,950 $ — $ 31,523 Foreign currency translation adjustment — (4,321 ) (4,321 ) Comprehensive income $ 22,573 $ 4,629 $ — $ 27,202 |
Condensed Consolidating Statements of Cash Flows | MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (17,973 ) $ 14,042 $ — $ (3,931 ) 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 2,281 545 — 2,826 Amortization of deferred financing costs 2,340 44 — 2,384 Amortization of long-term liabilities 75 1 — 76 Share-based compensation expense 10,538 295 — 10,833 Depreciation and amortization 39,827 5,248 — 45,075 Gain on sale of rental fleet units (4,838 ) (358 ) — (5,196 ) Loss on disposal of property, plant and equipment 1,665 370 — 2,035 Deferred income taxes (9,869 ) 3,783 — (6,086 ) Foreign currency loss — 2 — 2 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (4,306 ) (2,172 ) — (6,478 ) Inventories (1,099 ) 224 — (875 ) Deposits and prepaid expenses (2,415 ) (3,008 ) — (5,423 ) Other assets and intangibles 8 — — 8 Accounts payable 5,850 771 — 6,621 Accrued liabilities 5,904 (182 ) — 5,722 Intercompany 1,258 (1,258 ) — — Net cash provided by operating activities 95,356 18,365 — 113,721 Cash Flows from Investing Activities: Proceeds from mobile wood office divestiture 83,272 27 — 83,299 Cash paid for businesses, net of cash acquired (17,422 ) (1,200 ) — (18,622 ) Additions to rental fleet (37,085 ) (16,455 ) — (53,540 ) Proceeds from sale of rental fleet units 11,693 1,607 — 13,300 Additions to property, plant and equipment (14,929 ) (2,989 ) — (17,918 ) Proceeds from sale of property, plant and equipment 1,904 543 — 2,447 Net cash provided by (used in) investing activities 27,433 (18,467 ) — 8,966 Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit (42,391 ) 253 — (42,138 ) Deferred financing costs (113 ) — — (113 ) Principal payments on capital lease obligations (2,834 ) (49 ) — (2,883 ) Issuance of common stock 1,670 — — 1,670 Dividend payments (25,308 ) — — (25,308 ) Purchase of treasury stock (55,819 ) — — (55,819 ) Net cash (used in) provided by financing activities (124,795 ) 204 — (124,591 ) Effect of exchange rate changes on cash — (122 ) — (122 ) Net decrease in cash (2,006 ) (20 ) — (2,026 ) Cash and cash equivalents at beginning of period 2,977 762 — 3,739 Cash and cash equivalents at end of period $ 971 $ 742 $ — $ 1,713 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 22,573 $ 8,950 $ — $ 31,523 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment charge, net 416 141 — 557 Provision for doubtful accounts 1,633 424 — 2,057 Amortization of deferred financing costs 2,062 46 — 2,108 Amortization of long-term liabilities 121 3 — 124 Share-based compensation expense 11,024 549 — 11,573 Depreciation and amortization 22,366 5,554 — 27,920 (Gain) loss on sale of rental fleet units (5,078 ) 582 — (4,496 ) (Gain) loss on disposal of property, plant and equipment (429 ) 248 — (181 ) Deferred income taxes 14,602 2,731 — 17,333 Foreign currency loss — 1 — 1 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (6,896 ) (2,987 ) — (9,883 ) Inventories 819 306 — 1,125 Deposits and prepaid expenses (891 ) (29 ) — (920 ) Other assets and intangibles 73 (45 ) — 28 Accounts payable 2,589 2,517 — 5,106 Accrued liabilities 3,329 454 — 3,783 Intercompany 3,243 (3,243 ) — — Net cash provided by operating activities 71,556 16,202 — 87,758 Cash Flows from Investing Activities: Cash paid for businesses, net of cash acquired (20,014 ) — — (20,014 ) Additions to rental fleet (8,927 ) (7,383 ) — (16,310 ) Proceeds from sale of rental fleet units 14,708 3,105 — 17,813 Additions to property, plant and equipment (9,658 ) (2,019 ) — (11,677 ) Proceeds from sale of property, plant and equipment 3,021 353 — 3,374 Net cash used in investing activities (20,870 ) (5,944 ) — (26,814 ) Cash Flows from Financing Activities: Net repayments under lines of credit (2,372 ) (9,554 ) — (11,926 ) Principal payments on capital lease obligations (1,332 ) (14 ) — (1,346 ) Issuance of common stock 2,572 — — 2,572 Dividend payments (23,583 ) — — (23,583 ) Purchase of treasury stock (25,467 ) — — (25,467 ) Net cash used in financing activities (50,182 ) (9,568 ) — (59,750 ) Effect of exchange rate changes on cash — (838 ) — (838 ) Net increase (decrease) in cash 504 (148 ) — 356 Cash and cash equivalents at beginning of period (190 ) 1,446 1,256 Cash and cash equivalents at end of period $ 314 $ 1,298 $ — $ 1,612 |
Mobile Mini, Organization and39
Mobile Mini, Organization and Description of Business - Additional Information (Detail) $ in Thousands | Apr. 16, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | May. 15, 2015Office |
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale of rental fleet units | $ 13,300 | $ 17,813 | |||
Percentage of ownership owned | 100.00% | ||||
Increase in reclassification adjustment related to cost of sales | $ 900 | ||||
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 | ||||
Rental, selling and general expenses | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Previously reported reclassifications adjustment | 900 | ||||
Other revenue | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Previously reported reclassifications adjustment | $ (3,300) | ||||
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 | ||||
Definitive agreement settlement period | 18 months | ||||
Number of wood mobile units sold | Office | 9,400 |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements - Additional Information (Detail) $ in Millions | Sep. 30, 2015USD ($) |
Deferred Costs [Abstract] | |
Debt financing costs, net of accumulated amortization | $ 6.4 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
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 | Sep. 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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income (loss) | $ 13,979 | $ 14,820 | $ (3,931) | $ 31,523 |
Basic EPS Denominator: | ||||
Common shares outstanding beginning of period | 45,050 | 46,241 | 45,814 | 46,084 |
Weighted shares (repurchased) issued during the period | (329) | (240) | (669) | 44 |
Total weighted average shares outstanding | 44,721 | 46,001 | 45,145 | 46,128 |
Diluted EPS Denominator: | ||||
Common shares outstanding beginning of period | 45,050 | 46,241 | 45,814 | 46,084 |
Net weighted shares (repurchased) issued during the period | (329) | (240) | (669) | 44 |
Dilutive effect of stock options and nonvested share awards during the period | 426 | 674 | 718 | |
Total weighted average shares outstanding | 45,147 | 46,675 | 45,145 | 46,846 |
Earnings (loss) per share: | ||||
Basic | $ 0.31 | $ 0.32 | $ (0.09) | $ 0.68 |
Diluted | $ 0.31 | $ 0.32 | $ (0.09) | $ 0.67 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Nonvested share-awards not included in basic weighted average number of common shares outstanding | 300 | 300 | ||
Common stock equivalents would have included in diluted EPS denominator | 1,150 | 783 | 1,144 | 236 |
Common Stock Equivalents | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock equivalents would have included in diluted EPS denominator | 600 |
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of dilutive EPS | 1,150 | 783 | 1,144 | 236 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of dilutive EPS | 1,146 | 780 | 1,143 | 234 |
Nonvested share-awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of dilutive EPS | 4 | 3 | 1 | 2 |
Impairment and Divestiture of46
Impairment and Divestiture of North American Wood Mobile Offices - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 16, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of rental fleet units | $ 13,300 | $ 17,813 | |
Transition services agreement, expected decrease in services provided period | 3 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 | Sep. 30, 2015 | Sep. 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 | 132,901 | $ 113,175 | ||
Impairment loss | (64,630) | |||
Sale price | 13,300 | $ 17,813 | ||
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) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Entity | |
Business Combinations [Abstract] | |
Number of businesses acquired | 2 |
Schedule of Components of Purch
Schedule of Components of Purchase Price and Net Assets Acquired (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Net Assets Acquired: | |
Rental fleet | $ 12,252 |
Property, plant and equipment | 157 |
Intangible assets: | |
Goodwill | 5,343 |
Other assets | 318 |
Liabilities | (281) |
Total purchase price | 18,622 |
Customer relationships | |
Intangible assets: | |
Intangible assets | 759 |
Non-compete agreements | |
Intangible assets: | |
Intangible assets | $ 74 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 14,404 | $ 14,241 |
Work-in-process | 207 | 201 |
Finished portable storage units | 2,951 | 2,294 |
Inventories | $ 17,562 | $ 16,736 |
Rental Fleet - Additional Infor
Rental Fleet - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental Fleet | $ 964,348 | $ 1,087,056 | |
Depreciation expense | 25,800 | $ 16,100 | |
Portable Storage | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental Fleet | 835,771 | 965,837 | |
Specialty Containment | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental Fleet | $ 128,577 | $ 121,219 |
Rental Fleet (Detail)
Rental Fleet (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Property Subject to or Available for Operating Lease [Line Items] | |||
Total fleet, net | $ 964,348 | $ 1,087,056 | |
Portable Storage | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | 976,814 | 1,148,274 | |
Accumulated depreciation | (141,043) | (182,437) | |
Total fleet, net | $ 835,771 | 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 | $ 622,312 | 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 | $ 347,198 | 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 | $ 7,304 | 5,633 | |
Specialty Containment | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | 141,873 | 122,489 | |
Accumulated depreciation | (13,296) | (1,270) | |
Total fleet, net | 128,577 | 121,219 | |
Specialty Containment | Other | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | $ 8,047 | 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 | $ 55,561 | 50,843 | |
Specialty Containment | Roll-off boxes | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Rental fleet, gross | $ 24,453 | 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 | $ 25,103 | 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 | $ 9,752 | 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 | $ 5,655 | 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 | $ 13,302 | $ 11,510 | |
[1] | Specialty containment fleet has been assigned zero residual value. |
Rental Fleet (Parenthetical) (D
Rental Fleet (Parenthetical) (Detail) | Sep. 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 | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 14.8 | $ 10.9 |
Property, Plant and Equipment55
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||
Land | $ 10,882 | $ 10,920 | |
Vehicles and machinery | 115,818 | 114,150 | |
Buildings and improvements | [1] | 21,834 | 19,365 |
Office fixtures and equipment | 41,243 | 33,942 | |
Property, plant and equipment | 189,777 | 178,377 | |
Accumulated depreciation | (56,876) | (65,202) | |
Property, plant and equipment, net | $ 132,901 | $ 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 depreciated 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 | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Adjustments | $ 893 | |
Amortization of all other intangibles | $ 4,500 | $ 900 |
Activity and Balances Relating
Activity and Balances Relating to Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Beginning Balance | $ 705,608 |
Acquisition | 5,343 |
Foreign currency | (2,220) |
Adjustments | 893 |
Goodwill Ending Balance | $ 709,624 |
Balances Related to Intangible
Balances Related to Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 100,457 | $ 99,888 |
Accumulated Amortization | (25,721) | (21,503) |
Net Carrying Amount | 74,736 | 78,385 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 92,511 | 91,990 |
Accumulated Amortization | (23,855) | (20,484) |
Net Carrying Amount | $ 68,656 | 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 | $ 6,045 | 6,065 |
Accumulated Amortization | (1,501) | (919) |
Net Carrying Amount | $ 4,544 | 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 | $ 1,840 | 1,772 |
Accumulated Amortization | (342) | (78) |
Net Carrying Amount | $ 1,498 | 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 | (23) | (22) |
Net Carrying Amount | $ 38 | $ 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 | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2015 (remaining) | $ 1,515 | |
2,016 | 6,117 | |
2,017 | 6,066 | |
2,018 | 6,082 | |
2,019 | 6,090 | |
Thereafter | 48,866 | |
Net Carrying Amount | $ 74,736 | $ 78,385 |
Lines of Credit - Additional In
Lines of Credit - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
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% |
$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 |
$1.0 billion ABL Credit Agreement | LIBOR Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 2.00% |
$1.0 billion ABL Credit Agreement | Base Rate Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 1.00% |
$1.0 billion ABL Credit Agreement | Maximum | LIBOR Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 2.25% |
$1.0 billion ABL Credit Agreement | Maximum | Base Rate Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 1.25% |
$1.0 billion ABL Credit Agreement | Minimum | LIBOR Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 1.75% |
$1.0 billion ABL Credit Agreement | Minimum | Base Rate Loans | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, margin rate | 0.75% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
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 2012, 2013 and 2014 are subject to tax examination by the U.S. Internal Revenue Service through September 15, 2016, 2017 and 2018, 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 | 2,012 |
Internal Revenue Service (IRS) | Tax Year 2012 | |
Income Tax Contingency [Line Items] | |
U.S. Federal return, tax year subject to examination | 2,013 |
Internal Revenue Service (IRS) | Tax Year 2013 | |
Income Tax Contingency [Line Items] | |
U.S. Federal return, tax year subject to examination | 2,014 |
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) $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share available for future grants | shares | 2.5 |
Stock options contractual terms | 10 years |
Aggregate intrinsic value of options exercised | $ 0.7 |
Weighted average fair value of stock options granted | $ / shares | $ 8.44 |
Fair value of share-awards vested | $ 2.7 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 6 |
Weighted average recognition period (years) | 1 year 1 month 6 days |
Nonvested share-awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 6.5 |
Weighted average recognition period (years) | 2 years 1 month 6 days |
Summary of Share-Based Compensa
Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | $ 4,096 | $ 4,432 | $ 10,833 | $ 11,573 |
Rental, selling and general expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | 3,418 | 4,156 | 9,283 | 11,297 |
Restructuring expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | $ 678 | $ 276 | $ 1,550 | $ 276 |
Key Assumptions Used to Estimat
Key Assumptions Used to Estimate Fair Value of Stock Options Granted (Detail) - Stock options | 9 Months Ended | |
Sep. 30, 2015 | Sep. 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 | 35.30% | 36.60% |
Expected dividend rate | 1.80% | 1.50% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.70% | 1.70% |
Expected stock price volatility | 35.70% | 38.40% |
Expected dividend rate | 2.00% | 1.80% |
Stock Option Activity (Detail)
Stock Option Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Shares | |
Options outstanding, beginning of period | 2,649 |
Granted | 369 |
Canceled/Expired | (90) |
Exercised | (61) |
Options outstanding, end of period | 2,867 |
Weighted Average Exercise Price | |
Options outstanding, beginning of period | $ / shares | $ 32.33 |
Granted | $ / shares | 42.87 |
Canceled/Expired | $ / shares | 44.74 |
Exercised | $ / shares | 27.63 |
Options outstanding, end of period | $ / shares | $ 33.39 |
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 | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Number of Shares | ||
Outstanding | 2,867 | 2,649 |
Vested and expected to vest | 2,800 | |
Exercisable | 1,624 | |
Weighted Average Exercise Price | ||
Outstanding | $ 33.39 | $ 32.33 |
Vested and expected to vest | 33.21 | |
Exercisable | $ 31.06 | |
Weighted Average Remaining Contractual Term (In years) | ||
Outstanding | 7 years 7 months 24 days | |
Vested and expected to vest | 7 years 7 months 10 days | |
Exercisable | 7 years 3 months 26 days | |
Aggregate Intrinsic Values | ||
Outstanding | $ 4,655 | |
Vested and expected to vest | 4,621 | |
Exercisable | $ 3,492 |
Nonvested Share-Awards Activity
Nonvested Share-Awards Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Nonvested Stock Awards, shares | |
Nonvested at beginning of period, shares | 343 |
Awarded | 104 |
Released | (77) |
Forfeited | (29) |
Nonvested at end of period, shares | 341 |
Weighted Average Grant Date Fair Value | |
Nonvested at beginning of period | $ / shares | $ 27.99 |
Awarded | $ / shares | 37.22 |
Released | $ / shares | 34.80 |
Forfeited | $ / shares | 26.48 |
Nonvested at end of period | $ / shares | $ 28.93 |
Accrued Restructuring Obligatio
Accrued Restructuring Obligations and Related Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Accrued obligations, beginning balance | $ 1,117 | $ 1,676 | $ 1,676 | ||
Restructuring expense | $ 1,846 | $ 593 | 4,773 | 2,909 | 3,542 |
Settlement of obligations | (3,574) | (3,574) | (4,101) | ||
Accrued obligations, ending balance | 2,316 | 2,316 | 1,117 | ||
Severance and Benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued obligations, beginning balance | 441 | 613 | 613 | ||
Restructuring expense | 1,811 | 561 | 4,685 | 1,200 | 1,826 |
Settlement of obligations | (3,360) | (3,360) | (1,998) | ||
Accrued obligations, ending balance | 1,766 | 1,766 | 441 | ||
Lease Abandonment Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued obligations, beginning balance | 676 | 1,063 | 1,063 | ||
Restructuring expense | 7 | (5) | 45 | 313 | 318 |
Settlement of obligations | (181) | (181) | (705) | ||
Accrued obligations, ending balance | 540 | 540 | 676 | ||
Other Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expense | 28 | $ 37 | 43 | $ 1,396 | 1,398 |
Settlement of obligations | (33) | (33) | $ (1,398) | ||
Accrued obligations, ending balance | $ 10 | $ 10 |
Restructuring Expenses (Detail)
Restructuring Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | $ 1,846 | $ 593 | $ 4,773 | $ 2,909 | $ 3,542 |
Severance and Benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 1,811 | 561 | 4,685 | 1,200 | 1,826 |
Lease Abandonment Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 7 | (5) | 45 | 313 | 318 |
Other Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | $ 28 | $ 37 | $ 43 | $ 1,396 | $ 1,398 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Jul. 21, 2015 | 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 | $ 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 | $ 55,819,000 | $ 25,467,000 | |||||
Share Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock shares acquired | 1,500,000 | 600,000 | |||||
Treasury stock value | $ 55,400,000 | $ 25,000,000 | |||||
Treasury stock shares available for repurchase | 94,700,000 | ||||||
Minimum tax withholding obligations | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock shares acquired | 11,000 | ||||||
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 | ||||||
Installment Third Quarter Of Fiscal Year | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Dividend declared date | Jul. 21, 2015 | ||||||
Dividend payable date | Sep. 2, 2015 | ||||||
Stockholder of record date | Aug. 19, 2015 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Segment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Segment | 2 | ||||
Revenues | $ 133,343 | $ 113,322 | $ 396,260 | $ 322,259 | |
Assets | 2,005,145 | 2,005,145 | $ 2,103,174 | ||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 109,100 | $ 88,700 | 326,800 | $ 253,700 | |
Assets | $ 1,600,000 | $ 1,600,000 | $ 1,700,000 |
Segment Reporting (Detail)
Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenues: | |||||
Rental | $ 124,813 | $ 104,798 | $ 368,175 | $ 296,919 | |
Sales | 6,594 | 7,913 | 22,765 | 23,761 | |
Other | 1,936 | 611 | 5,320 | 1,579 | |
Total revenues | 133,343 | 113,322 | 396,260 | 322,259 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 81,659 | 67,889 | 247,809 | 204,394 | |
Cost of sales | 4,366 | 5,199 | 14,899 | 16,131 | |
Restructuring expenses | 1,846 | 593 | 4,773 | 2,909 | $ 3,542 |
Asset impairment charge and loss on divestiture, net | 66,128 | 557 | |||
Depreciation and amortization | 14,998 | 9,470 | 45,075 | 27,920 | |
Total costs and expenses | 102,869 | 83,151 | 378,684 | 251,911 | |
Income (loss) from operations | 30,474 | 30,171 | 17,576 | 70,348 | |
Interest expense, net of interest income | 8,959 | 7,107 | 26,985 | 21,191 | |
Income tax (benefit) provision | 7,536 | 8,244 | (5,480) | 17,633 | |
Portable Storage | |||||
Revenues: | |||||
Rental | 98,855 | 104,798 | 292,895 | 296,919 | |
Sales | 4,830 | 7,913 | 16,892 | 23,761 | |
Other | 1,909 | 611 | 5,267 | 1,579 | |
Total revenues | 105,594 | 113,322 | 315,054 | 322,259 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 66,290 | 67,889 | 200,536 | 204,394 | |
Cost of sales | 3,124 | 5,199 | 10,976 | 16,131 | |
Restructuring expenses | 248 | 593 | 1,935 | 2,909 | |
Asset impairment charge and loss on divestiture, net | 66,128 | 557 | |||
Depreciation and amortization | 8,404 | 9,470 | 26,042 | 27,920 | |
Total costs and expenses | 78,066 | 83,151 | 305,617 | 251,911 | |
Income (loss) from operations | 27,528 | 30,171 | 9,437 | 70,348 | |
Interest expense, net of interest income | 6,266 | 7,107 | 18,909 | 21,191 | |
Income tax (benefit) provision | 7,420 | 8,244 | (5,515) | 17,633 | |
Portable Storage | North America | |||||
Revenues: | |||||
Rental | 76,501 | 82,669 | 229,685 | 236,166 | |
Sales | 4,169 | 6,982 | 14,194 | 20,469 | |
Other | 1,836 | 535 | 5,001 | 1,293 | |
Total revenues | 82,506 | 90,186 | 248,880 | 257,928 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 52,599 | 53,075 | 159,741 | 161,757 | |
Cost of sales | 2,642 | 4,482 | 8,900 | 13,692 | |
Restructuring expenses | 248 | 581 | 1,935 | 1,283 | |
Asset impairment charge and loss on divestiture, net | 66,128 | 433 | |||
Depreciation and amortization | 6,718 | 7,779 | 21,138 | 22,778 | |
Total costs and expenses | 62,207 | 65,917 | 257,842 | 199,943 | |
Income (loss) from operations | 20,299 | 24,269 | (8,962) | 57,985 | |
Interest expense, net of interest income | 6,050 | 6,893 | 18,251 | 20,509 | |
Income tax (benefit) provision | 5,891 | 6,969 | (9,298) | 14,878 | |
Portable Storage | United Kingdom | |||||
Revenues: | |||||
Rental | 22,354 | 22,129 | 63,210 | 60,753 | |
Sales | 661 | 931 | 2,698 | 3,292 | |
Other | 73 | 76 | 266 | 286 | |
Total revenues | 23,088 | 23,136 | 66,174 | 64,331 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 13,691 | 14,814 | 40,795 | 42,637 | |
Cost of sales | 482 | 717 | 2,076 | 2,439 | |
Restructuring expenses | 12 | 1,626 | |||
Asset impairment charge and loss on divestiture, net | 124 | ||||
Depreciation and amortization | 1,686 | 1,691 | 4,904 | 5,142 | |
Total costs and expenses | 15,859 | 17,234 | 47,775 | 51,968 | |
Income (loss) from operations | 7,229 | 5,902 | 18,399 | 12,363 | |
Interest expense, net of interest income | 216 | 214 | 658 | 682 | |
Income tax (benefit) provision | 1,529 | $ 1,275 | 3,783 | $ 2,755 | |
Specialty Containment | |||||
Revenues: | |||||
Rental | 25,958 | 75,280 | |||
Sales | 1,764 | 5,873 | |||
Other | 27 | 53 | |||
Total revenues | 27,749 | 81,206 | |||
Costs and expenses: | |||||
Rental, selling and general expenses | 15,369 | 47,273 | |||
Cost of sales | 1,242 | 3,923 | |||
Restructuring expenses | 1,598 | 2,838 | |||
Depreciation and amortization | 6,594 | 19,033 | |||
Total costs and expenses | 24,803 | 73,067 | |||
Income (loss) from operations | 2,946 | 8,139 | |||
Interest expense, net of interest income | 2,693 | 8,076 | |||
Income tax (benefit) provision | $ 116 | $ 35 |
Assets Segments (Detail)
Assets Segments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | $ 709,624 | $ 705,608 |
Intangibles | 74,736 | 78,385 |
Rental Fleet | 964,348 | 1,087,056 |
Property Plant and Equipment | 132,901 | 113,175 |
Portable Storage | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 526,773 | 523,636 |
Intangibles | 2,732 | 2,770 |
Rental Fleet | 835,771 | 965,837 |
Property Plant and Equipment | 115,265 | 99,002 |
Portable Storage | North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 463,775 | 459,234 |
Intangibles | 2,253 | 2,119 |
Rental Fleet | 682,705 | 825,158 |
Property Plant and Equipment | 98,837 | 82,514 |
Portable Storage | United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 62,998 | 64,402 |
Intangibles | 479 | 651 |
Rental Fleet | 153,066 | 140,679 |
Property Plant and Equipment | 16,428 | 16,488 |
Specialty Containment | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Goodwill | 182,851 | 181,972 |
Intangibles | 72,004 | 75,615 |
Rental Fleet | 128,577 | 121,219 |
Property Plant and Equipment | $ 17,636 | $ 14,173 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Oct. 20, 2015 | Jul. 21, 2015 | Apr. 29, 2015 | Jan. 21, 2015 |
Subsequent Event [Line Items] | ||||
Dividend payable | $ 0.187 | $ 0.187 | $ 0.187 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividend payable | $ 0.187 | |||
Dividend payable date | Dec. 2, 2015 | |||
Stockholder of record date | Nov. 11, 2015 |
Condensed Consolidating Finan75
Condensed Consolidating Financial Information - Additional Information (Detail) | Sep. 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 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 1,713 | $ 3,739 | $ 1,612 | $ 1,256 |
Receivables, net | 83,845 | 81,031 | ||
Inventories | 17,562 | 16,736 | ||
Rental fleet, net | 964,348 | 1,087,056 | ||
Property, plant and equipment, net | 132,901 | 113,175 | ||
Deposits and prepaid expenses | 13,292 | 8,586 | ||
Deferred financing costs, net and other assets | 7,124 | 8,858 | ||
Intangibles, net | 74,736 | 78,385 | ||
Goodwill | 709,624 | 705,608 | ||
Total assets | 2,005,145 | 2,103,174 | ||
Liabilities: | ||||
Accounts payable | 37,941 | 22,933 | ||
Accrued liabilities | 64,969 | 63,727 | ||
Lines of credit | 663,380 | 705,518 | ||
Obligations under capital leases | 39,644 | 24,918 | ||
Senior Notes | 200,000 | 200,000 | ||
Deferred income taxes | 225,818 | 231,547 | ||
Total liabilities | $ 1,231,752 | $ 1,248,643 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ 491 | $ 490 | ||
Additional paid-in capital | 581,585 | 569,083 | ||
Retained earnings | 351,114 | 380,504 | ||
Accumulated other comprehensive loss | (38,302) | (29,870) | ||
Treasury stock, at cost | (121,495) | (65,676) | ||
Total stockholders' equity | 773,393 | 854,531 | ||
Total liabilities and stockholders' equity | 2,005,145 | 2,103,174 | ||
Eliminations | ||||
ASSETS | ||||
Intercompany receivables | (147,181) | (178,989) | ||
Total assets | (147,181) | (178,989) | ||
Liabilities: | ||||
Deferred income taxes | (1,004) | |||
Intercompany payables | (26) | (94) | ||
Total liabilities | $ (26) | $ (1,098) | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ (18,388) | |||
Additional paid-in capital | $ (147,999) | (160,347) | ||
Retained earnings | 844 | 844 | ||
Total stockholders' equity | (147,155) | (177,891) | ||
Total liabilities and stockholders' equity | (147,181) | (178,989) | ||
Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 971 | 2,977 | 314 | (190) |
Receivables, net | 63,805 | 62,033 | ||
Inventories | 16,470 | 15,371 | ||
Rental fleet, net | 801,385 | 934,433 | ||
Property, plant and equipment, net | 115,478 | 95,509 | ||
Deposits and prepaid expenses | 9,175 | 7,375 | ||
Deferred financing costs, net and other assets | 7,124 | 8,858 | ||
Intangibles, net | 74,189 | 77,629 | ||
Goodwill | 642,063 | 635,943 | ||
Intercompany receivables | 143,579 | 145,018 | ||
Total assets | 1,874,239 | 1,985,146 | ||
Liabilities: | ||||
Accounts payable | 26,894 | 14,803 | ||
Accrued liabilities | 57,745 | 56,104 | ||
Lines of credit | 659,744 | 702,135 | ||
Obligations under capital leases | 39,296 | 24,760 | ||
Senior Notes | 200,000 | 200,000 | ||
Deferred income taxes | 205,148 | 215,184 | ||
Total liabilities | $ 1,188,827 | $ 1,212,986 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ 491 | $ 490 | ||
Additional paid-in capital | 581,585 | 569,083 | ||
Retained earnings | 224,831 | 268,263 | ||
Treasury stock, at cost | (121,495) | (65,676) | ||
Total stockholders' equity | 685,412 | 772,160 | ||
Total liabilities and stockholders' equity | 1,874,239 | 1,985,146 | ||
Non-Guarantors | ||||
ASSETS | ||||
Cash and cash equivalents | 742 | 762 | $ 1,298 | $ 1,446 |
Receivables, net | 20,040 | 18,998 | ||
Inventories | 1,092 | 1,365 | ||
Rental fleet, net | 162,963 | 152,623 | ||
Property, plant and equipment, net | 17,423 | 17,666 | ||
Deposits and prepaid expenses | 4,117 | 1,211 | ||
Intangibles, net | 547 | 756 | ||
Goodwill | 67,561 | 69,665 | ||
Intercompany receivables | 3,602 | 33,971 | ||
Total assets | 278,087 | 297,017 | ||
Liabilities: | ||||
Accounts payable | 11,047 | 8,130 | ||
Accrued liabilities | 7,224 | 7,623 | ||
Lines of credit | 3,636 | 3,383 | ||
Obligations under capital leases | 348 | 158 | ||
Deferred income taxes | 20,670 | 17,367 | ||
Intercompany payables | 26 | 94 | ||
Total liabilities | $ 42,951 | $ 36,755 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock | $ 18,388 | |||
Additional paid-in capital | $ 147,999 | 160,347 | ||
Retained earnings | 125,439 | 111,397 | ||
Accumulated other comprehensive loss | (38,302) | (29,870) | ||
Total stockholders' equity | 235,136 | 260,262 | ||
Total liabilities and stockholders' equity | $ 278,087 | $ 297,017 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenues: | |||||
Rental | $ 124,813 | $ 104,798 | $ 368,175 | $ 296,919 | |
Sales | 6,594 | 7,913 | 22,765 | 23,761 | |
Other | 1,936 | 611 | 5,320 | 1,579 | |
Total revenues | 133,343 | 113,322 | 396,260 | 322,259 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 81,659 | 67,889 | 247,809 | 204,394 | |
Cost of sales | 4,366 | 5,199 | 14,899 | 16,131 | |
Restructuring expenses | 1,846 | 593 | 4,773 | 2,909 | $ 3,542 |
Asset impairment charge and loss on divestiture, net | 66,128 | 557 | |||
Depreciation and amortization | 14,998 | 9,470 | 45,075 | 27,920 | |
Total costs and expenses | 102,869 | 83,151 | 378,684 | 251,911 | |
Income (loss) from operations | 30,474 | 30,171 | 17,576 | 70,348 | |
Other income (expense): | |||||
Interest income | 1 | 1 | |||
Interest expense | (8,960) | (7,107) | (26,986) | (21,191) | |
Foreign currency exchange | (2) | (1) | |||
Income (loss) before income tax provision (benefit) | 21,515 | 23,064 | (9,411) | 49,156 | |
Income tax provision (benefit) | 7,536 | 8,244 | (5,480) | 17,633 | |
Net income (loss) | 13,979 | 14,820 | (3,931) | 31,523 | |
Eliminations | |||||
Other income (expense): | |||||
Interest income | (2,658) | (11) | (7,981) | (62) | |
Interest expense | 2,658 | 11 | 7,981 | 62 | |
Guarantors | |||||
Revenues: | |||||
Rental | 101,402 | 81,369 | 301,863 | 232,250 | |
Sales | 5,862 | 6,827 | 19,857 | 20,161 | |
Other | 1,862 | 533 | 5,051 | 1,287 | |
Total revenues | 109,126 | 88,729 | 326,771 | 253,698 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 67,227 | 52,118 | 204,774 | 158,730 | |
Cost of sales | 3,840 | 4,351 | 12,683 | 13,451 | |
Restructuring expenses | 1,846 | 581 | 4,773 | 1,283 | |
Asset impairment charge and loss on divestiture, net | 66,110 | 416 | |||
Depreciation and amortization | 13,194 | 7,646 | 39,827 | 22,366 | |
Total costs and expenses | 86,107 | 64,696 | 328,167 | 196,246 | |
Income (loss) from operations | 23,019 | 24,033 | (1,396) | 57,452 | |
Other income (expense): | |||||
Interest income | 2,659 | 11 | 7,982 | 62 | |
Interest expense | (11,235) | (6,745) | (33,823) | (20,063) | |
Income (loss) before income tax provision (benefit) | 14,443 | 17,299 | (27,237) | 37,451 | |
Income tax provision (benefit) | 6,007 | 6,970 | (9,264) | 14,878 | |
Net income (loss) | 8,436 | 10,329 | (17,973) | 22,573 | |
Non-Guarantors | |||||
Revenues: | |||||
Rental | 23,411 | 23,429 | 66,312 | 64,669 | |
Sales | 732 | 1,086 | 2,908 | 3,600 | |
Other | 74 | 78 | 269 | 292 | |
Total revenues | 24,217 | 24,593 | 69,489 | 68,561 | |
Costs and expenses: | |||||
Rental, selling and general expenses | 14,432 | 15,771 | 43,035 | 45,664 | |
Cost of sales | 526 | 848 | 2,216 | 2,680 | |
Restructuring expenses | 12 | 1,626 | |||
Asset impairment charge and loss on divestiture, net | 18 | 141 | |||
Depreciation and amortization | 1,804 | 1,824 | 5,248 | 5,554 | |
Total costs and expenses | 16,762 | 18,455 | 50,517 | 55,665 | |
Income (loss) from operations | 7,455 | 6,138 | 18,972 | 12,896 | |
Other income (expense): | |||||
Interest expense | (383) | (373) | (1,144) | (1,190) | |
Foreign currency exchange | (2) | (1) | |||
Income (loss) before income tax provision (benefit) | 7,072 | 5,765 | 17,826 | 11,705 | |
Income tax provision (benefit) | 1,529 | 1,274 | 3,784 | 2,755 | |
Net income (loss) | $ 5,543 | $ 4,491 | $ 14,042 | $ 8,950 |
Condensed Consolidating State78
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Statement of Income Captions [Line Items] | ||||
Net (loss) income | $ 13,979 | $ 14,820 | $ (3,931) | $ 31,523 |
Foreign currency translation adjustment | (9,171) | (11,587) | (8,432) | (4,321) |
Comprehensive income (loss) | 4,808 | 3,233 | (12,363) | 27,202 |
Guarantors | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net (loss) income | 8,436 | 10,329 | (17,973) | 22,573 |
Comprehensive income (loss) | 8,436 | 10,329 | (17,973) | 22,573 |
Non-Guarantors | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net (loss) income | 5,543 | 4,491 | 14,042 | 8,950 |
Foreign currency translation adjustment | (9,171) | (11,587) | (8,432) | (4,321) |
Comprehensive income (loss) | $ (3,628) | $ (7,096) | $ 5,610 | $ 4,629 |
Condensed Consolidating State79
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 13,979 | $ 14,820 | $ (3,931) | $ 31,523 |
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 | 2,826 | 2,057 | ||
Amortization of deferred financing costs | 2,384 | 2,108 | ||
Amortization of long-term liabilities | 76 | 124 | ||
Share-based compensation expense | 10,833 | 11,573 | ||
Depreciation and amortization | 45,075 | 27,920 | ||
(Gain) loss on sale of rental fleet units | (5,196) | (4,496) | ||
(Gain) loss on disposal of property, plant and equipment | 2,035 | (181) | ||
Deferred income taxes | (6,086) | 17,333 | ||
Foreign currency loss | 2 | 1 | ||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Receivables | (6,478) | (9,883) | ||
Inventories | (875) | 1,125 | ||
Deposits and prepaid expenses | (5,423) | (920) | ||
Other assets and intangibles | 8 | 28 | ||
Accounts payable | 6,621 | 5,106 | ||
Accrued liabilities | 5,722 | 3,783 | ||
Net cash provided by operating activities | 113,721 | 87,758 | ||
Cash Flows from Investing Activities: | ||||
Proceeds from mobile wood office divestiture | 83,299 | |||
Cash paid for businesses, net of cash acquired | (18,622) | (20,014) | ||
Additions to rental fleet | (53,540) | (16,310) | ||
Proceeds from sale of rental fleet units | 13,300 | 17,813 | ||
Additions to property, plant and equipment | (17,918) | (11,677) | ||
Proceeds from sale of property, plant and equipment | 2,447 | 3,374 | ||
Net cash provided by (used in) investing activities | 8,966 | (26,814) | ||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | (42,138) | (11,926) | ||
Deferred financing costs | (113) | |||
Principal payments on capital lease obligations | (2,883) | (1,346) | ||
Issuance of common stock | 1,670 | 2,572 | ||
Dividend payments | (25,308) | (23,583) | ||
Purchase of treasury stock | (55,819) | (25,467) | ||
Net cash (used in) provided by financing activities | (124,591) | (59,750) | ||
Effect of exchange rate changes on cash | (122) | (838) | ||
Net (decrease) increase in cash | (2,026) | 356 | ||
Cash and cash equivalents at beginning of period | 3,739 | 1,256 | ||
Cash and cash equivalents at end of period | 1,713 | 1,612 | 1,713 | 1,612 |
Guarantors | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 8,436 | 10,329 | (17,973) | 22,573 |
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 | 2,281 | 1,633 | ||
Amortization of deferred financing costs | 2,340 | 2,062 | ||
Amortization of long-term liabilities | 75 | 121 | ||
Share-based compensation expense | 10,538 | 11,024 | ||
Depreciation and amortization | 39,827 | 22,366 | ||
(Gain) loss on sale of rental fleet units | (4,838) | (5,078) | ||
(Gain) loss on disposal of property, plant and equipment | 1,665 | (429) | ||
Deferred income taxes | (9,869) | 14,602 | ||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Receivables | (4,306) | (6,896) | ||
Inventories | (1,099) | 819 | ||
Deposits and prepaid expenses | (2,415) | (891) | ||
Other assets and intangibles | 8 | 73 | ||
Accounts payable | 5,850 | 2,589 | ||
Accrued liabilities | 5,904 | 3,329 | ||
Intercompany | 1,258 | 3,243 | ||
Net cash provided by operating activities | 95,356 | 71,556 | ||
Cash Flows from Investing Activities: | ||||
Proceeds from mobile wood office divestiture | 83,272 | |||
Cash paid for businesses, net of cash acquired | (17,422) | (20,014) | ||
Additions to rental fleet | (37,085) | (8,927) | ||
Proceeds from sale of rental fleet units | 11,693 | 14,708 | ||
Additions to property, plant and equipment | (14,929) | (9,658) | ||
Proceeds from sale of property, plant and equipment | 1,904 | 3,021 | ||
Net cash provided by (used in) investing activities | 27,433 | (20,870) | ||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | (42,391) | (2,372) | ||
Deferred financing costs | (113) | |||
Principal payments on capital lease obligations | (2,834) | (1,332) | ||
Issuance of common stock | 1,670 | 2,572 | ||
Dividend payments | (25,308) | (23,583) | ||
Purchase of treasury stock | (55,819) | (25,467) | ||
Net cash (used in) provided by financing activities | (124,795) | (50,182) | ||
Net (decrease) increase in cash | (2,006) | 504 | ||
Cash and cash equivalents at beginning of period | 2,977 | (190) | ||
Cash and cash equivalents at end of period | 971 | 314 | 971 | 314 |
Non-Guarantors | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 5,543 | 4,491 | 14,042 | 8,950 |
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 | 545 | 424 | ||
Amortization of deferred financing costs | 44 | 46 | ||
Amortization of long-term liabilities | 1 | 3 | ||
Share-based compensation expense | 295 | 549 | ||
Depreciation and amortization | 5,248 | 5,554 | ||
(Gain) loss on sale of rental fleet units | (358) | 582 | ||
(Gain) loss on disposal of property, plant and equipment | 370 | 248 | ||
Deferred income taxes | 3,783 | 2,731 | ||
Foreign currency loss | 2 | 1 | ||
Changes in certain assets and liabilities, net of effect of businesses acquired: | ||||
Receivables | (2,172) | (2,987) | ||
Inventories | 224 | 306 | ||
Deposits and prepaid expenses | (3,008) | (29) | ||
Other assets and intangibles | (45) | |||
Accounts payable | 771 | 2,517 | ||
Accrued liabilities | (182) | 454 | ||
Intercompany | (1,258) | (3,243) | ||
Net cash provided by operating activities | 18,365 | 16,202 | ||
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 | (16,455) | (7,383) | ||
Proceeds from sale of rental fleet units | 1,607 | 3,105 | ||
Additions to property, plant and equipment | (2,989) | (2,019) | ||
Proceeds from sale of property, plant and equipment | 543 | 353 | ||
Net cash provided by (used in) investing activities | (18,467) | (5,944) | ||
Cash Flows from Financing Activities: | ||||
Net borrowings (repayments) under lines of credit | 253 | (9,554) | ||
Principal payments on capital lease obligations | (49) | (14) | ||
Net cash (used in) provided by financing activities | 204 | (9,568) | ||
Effect of exchange rate changes on cash | (122) | (838) | ||
Net (decrease) increase in cash | (20) | (148) | ||
Cash and cash equivalents at beginning of period | 762 | 1,446 | ||
Cash and cash equivalents at end of period | $ 742 | $ 1,298 | $ 742 | $ 1,298 |