Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 20, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Neff Corp | |
Entity Central Index Key | 1,617,667 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,493,097 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,951,625 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 2,180 | $ 289 | $ 222 | $ 207 |
Accounts receivable, net of allowance for doubtful accounts of $2,588 in 2016 and $2,508 in 2015 | 58,628 | 70,328 | ||
Inventories | 2,163 | 1,766 | ||
Rental equipment, net | 480,855 | 457,470 | ||
Property and equipment, net | 35,743 | 33,473 | ||
Prepaid expenses and other assets | 17,015 | 14,488 | ||
Goodwill | 60,644 | 60,599 | ||
Intangible assets, net | 15,048 | 15,314 | ||
Total assets | 672,276 | 653,727 | ||
Liabilities | ||||
Accounts payable | 21,157 | 18,948 | ||
Accrued expenses and other liabilities | 41,428 | 31,412 | ||
Revolving credit facility | 268,100 | 253,600 | ||
Second lien loan, net of original issue discount | 473,689 | 476,966 | ||
Payable pursuant to tax receivable agreement | 29,547 | 29,133 | ||
Deferred tax liability, net | 7,728 | 9,458 | ||
Total liabilities | 841,649 | 819,517 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (115,212) | (112,058) | ||
Retained earnings | 17,039 | 17,190 | ||
Total stockholders' deficit | (97,928) | (94,614) | ||
Non-controlling interest | (71,445) | (71,176) | ||
Total stockholders' deficit and non-controlling interest | (169,373) | (165,790) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 672,276 | 653,727 | ||
Common Class A | ||||
Stockholders' deficit | ||||
Common stock | 95 | 104 | ||
Common Class B | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance for doubtful accounts | $ 2,125 | |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,476,190 | |
Common stock, shares outstanding | 10,476,190 | |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 14,951,625 | |
Common stock, shares outstanding | 14,951,625 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental revenues | $ 81,177 | $ 74,141 |
Equipment sales | 5,102 | 6,787 |
Parts and service | 3,305 | 3,158 |
Total revenues | 89,584 | 84,086 |
Cost of revenues | ||
Cost of equipment sold | 3,111 | 4,332 |
Depreciation of rental equipment | 22,165 | 19,514 |
Cost of rental revenues | 19,933 | 17,859 |
Cost of parts and service | 1,805 | 1,763 |
Total cost of revenues | 47,014 | 43,468 |
Gross profit | 42,570 | 40,618 |
Other operating expenses | ||
Selling, general and administrative expenses | 24,522 | 22,290 |
Other depreciation and amortization | 2,741 | 2,461 |
Total other operating expenses | 27,263 | 24,751 |
Income from operations | 15,307 | 15,867 |
Other expenses | ||
Interest expense | 10,649 | 10,514 |
Adjustment to Tax Receivable Agreement | 414 | 521 |
Loss on interest rate swap | 4,654 | 888 |
Amortization of debt issue costs | 395 | 371 |
Total other expenses | 16,112 | 12,294 |
(Loss) income before income taxes | (805) | 3,573 |
Benefit from (provision for) income taxes | 385 | (245) |
Net (loss) income | (420) | 3,328 |
Less: net (loss) income attributable to non-controlling interest | (269) | 2,399 |
Net (loss) income attributable to Neff Corporation | $ (151) | $ 929 |
Common Class A | ||
Net income attributable to Neff Corporation per share of Class A common stock (in dollars per share) | ||
Basic | $ (0.01) | $ 0.09 |
Diluted | $ (0.01) | $ 0.08 |
Weighted average shares of Class A common stock outstanding (in shares) | ||
Basic | 10,286 | 10,476 |
Diluted | 10,286 | 12,031 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net (loss) income | $ (420) | $ 3,328 |
Depreciation | 24,638 | 21,654 |
Amortization of debt issue costs | 395 | 371 |
Amortization of intangible assets | 268 | 321 |
Amortization of original issue discount | 72 | 59 |
Gain on sale of equipment | (1,991) | (2,455) |
Provision for bad debt | 596 | 664 |
Equity-based compensation | 768 | 352 |
Deferred income taxes | (385) | 180 |
Adjustment to Tax Receivable Agreement | 414 | 521 |
Unrealized loss on interest rate swap | 4,605 | 888 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,104 | 13,000 |
Inventories, prepaid expenses and other assets | (1,948) | (2,895) |
Accounts payable | (1,494) | 1,394 |
Accrued expenses and other liabilities | (3,207) | (3,438) |
Net cash provided by operating activities | 33,415 | 33,944 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | (36,065) | (45,888) |
Proceeds from sale of equipment | 5,102 | 6,787 |
Purchases of property and equipment | (5,018) | (3,345) |
Net cash used in investing activities | (35,981) | (42,446) |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | (29,400) | (35,611) |
Borrowings under revolving credit facility | 43,900 | 44,411 |
Payments of Debt Issuance Costs | (1,418) | 0 |
Payments for Repurchase of Common Stock | (5,276) | 0 |
Repayments of Subordinated Debt | (3,349) | 0 |
Payment of costs directly associated with the issuance of Class A common stock | 0 | (283) |
Net cash provided by financing activities | 4,457 | 8,517 |
Net increase in cash and cash equivalents | 1,891 | 15 |
Cash and cash equivalents, beginning of period | 289 | 207 |
Cash and cash equivalents, end of period | 2,180 | 222 |
Interest Paid | 10,951 | 10,495 |
Capital Expenditures Incurred but Not yet Paid | $ 31,824 | $ 36,232 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Neff Corporation was formed as a Delaware corporation on August 18, 2014. On November 26, 2014, Neff Corporation completed an initial public offering (the "IPO") of 10,476,190 shares of Class A common stock at a public offering price of $15.00 per share. A portion of the gross proceeds received by Neff Corporation from the IPO were used to purchase common membership units ("Common Units") in Neff Holdings LLC, ("Neff Holdings") which was wholly owned by private investment funds managed by Wayzata Investment Partners ("Wayzata") prior to the IPO. We refer to these transactions as the “Organizational Transactions”. Neff Corporation's only business is to act as the sole managing member of Neff Holdings. As a result, Neff Corporation consolidates Neff Holdings for all periods presented (see Supplemental Unaudited Condensed Consolidating Financial Statements). Neff Corporation and its consolidated subsidiaries, including Neff Holdings and Neff Holdings' subsidiaries, Neff LLC and Neff Rental LLC, are referred to as the "Company". The Company owns and operates equipment rental locations in the United States. The Company also sells used equipment, parts and merchandise and provides ongoing repair and maintenance services. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”) and the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements are presented on a consolidated basis. All intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s balance sheets as of March 31, 2016 and December 31, 2015 , the results of its operations for the three months ended March 31, 2016 and 2015 and the cash flows for the three months ended March 31, 2016 and 2015 . Interim results may not be indicative of full year performance. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in the 2015 10-K. Unaudited Condensed Consolidated Financial Statements • Balance Sheets - The assets, liabilities and equity of Neff Corporation and Neff Holdings have been consolidated; • Statements of Operations - The consolidated statements of operations include the consolidated statements of operations of Neff Holdings consolidated with the statements of operations of Neff Corporation; and • Statements of Cash Flows - The statements of cash flows include the consolidated statements of cash flows of Neff Holdings consolidated with the statements of cash flows of Neff Corporation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company considers critical accounting estimates to be those that require more significant judgments in the preparation of the unaudited condensed consolidated financial statements including those related to depreciation, income taxes, self-insurance reserves, goodwill and intangible assets, and amounts payable pursuant to the tax receivable agreement, as amended (Note 3) ("Tax Receivable Agreement"). Management relies on historical experience and other assumptions, believed to be reasonable under the circumstances, in making its judgments and estimates. Actual results could differ from those judgments and estimates. NOTE 2—BASIS OF PRESENTATION (Continued) Goodwill and Intangible Assets Goodwill and trademarks and tradenames are reviewed at least annually for impairment. The Company conducts annual impairment tests on October 1 of each fiscal year or whenever an indicator of impairment exists. The customer list is amortized over its useful life (Note 5). The Company expenses costs to renew or extend the term of its recognized intangible assets. Segment Reporting The Company's operations consist of the rental and sale of equipment, and parts and services in five regions in the United States: Florida, Atlantic, Central, Southeastern and Western. The five regions are the Company's operating segments and are aggregated into one reportable segment because they rent similar products and have similar economic characteristics. The Company operates in the United States and had minimal international sales for each of the periods presented. Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) in any of the periods presented. Recently Issued Accounting Pronouncements Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from adopting new or revised accounting standards and, therefore, will not be subject to new or revised accounting standards until such time as those standards apply to private companies. There were no significant new accounting pronouncements that the Company adopted during the three months ended March 31, 2016 . In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), ("ASU 2016-02") to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for private companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020 and requires application on a modified retrospective basis. The modified retrospective basis includes a number of optional practical expedients that entities may elect to apply. The Company expects to adopt this guidance when effective for private companies and is currently evaluating the impact of ASU 2016-02 on the Company's financial statements and disclosures. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NON-CONTROLLING INTEREST Neff Corporation is the sole managing member of Neff Holdings. As a result, Neff Corporation operates and controls all of the business and affairs of Neff Holdings while owning a 38.8% minority economic interest in Neff Holdings. Neff Corporation consolidates the financial results of Neff Holdings and Neff Holdings' subsidiaries, Neff LLC and Neff Rental LLC, and records a non-controlling interest for the remaining 61.2% economic interest in Neff Holdings held by Wayzata. On a stand alone basis, Neff Corporation's only sources of cash flow from operations are distributions from Neff Holdings. Net (loss) income attributable to the non-controlling interest on the unaudited condensed consolidated statements of operations represents the portion of earnings attributable to the economic interest in Neff Holdings held by the non-controlling unitholders. The non-controlling interest on the unaudited condensed consolidated balance sheets represents the carryover basis of Wayzata's capital account in Neff Holdings. Non-controlling interest is adjusted to reflect the distributions to and (loss) income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: NOTE 3—NON-CONTROLLING INTEREST (Continued) Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of March 31, 2016 14,951,625 9,493,097 24,444,722 61.2 % 38.8 % 100.0 % Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of December 31, 2015 14,951,625 10,380,781 25,332,406 59.0 % 41.0 % 100.0 % The following table summarizes the activity in non-controlling interest from December 31, 2015 to March 31, 2016 (in thousands): Balance of non-controlling interest as of December 31, 2015 $ (71,176 ) Net loss attributable to non-controlling interest (269 ) Balance of non-controlling interest as of March 31, 2016 $ (71,445 ) Distributions for Taxes As a limited liability company (treated as a partnership for income tax purposes), Neff Holdings does not incur significant federal or state and local income taxes, as these taxes are primarily the obligations of the members of Neff Holdings. As authorized by the Neff Holdings LLC agreement, Neff Holdings is required to distribute cash, generally, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of Neff Holdings' earnings. Payable Pursuant to the Tax Receivable Agreement As of March 31, 2016 , the Company recorded a liability of $29.5 million , representing the estimated payments due to Wayzata and certain members of management of Neff Holdings and certain non-executive members of its board of managers (collectively, the "Prior LLC Owners") under the Tax Receivable Agreement with the Prior LLC Owners as a result of the special allocation of depreciation and amortization deductions in excess of the pro rata share of such items. The liability as of March 31, 2016 increased by $0.4 million from December 31, 2015 , due to changes in estimated future payments as a result of the tax benefit Neff Corporation will obtain as a result of the special allocation of gain, to Wayzata, resulting from the sale of equipment that existed at the date of the IPO, in accordance with Section 704(c) of the Internal Revenue Code. The Company expects these changes from the special allocation of gain will likely occur quarterly. No amounts were paid pursuant to the terms of the Tax Receivable Agreement during the three months ended March 31, 2016 . Payments are anticipated to be made under the Tax Receivable Agreement when Neff Corporation utilizes a benefit. The payments are to be made in accordance with the terms of the Tax Receivable Agreement. The timing of the payments is subject to certain contingencies including Neff Corporation having sufficient taxable income to utilize the tax benefits defined in the Tax Receivable Agreement. Obligations pursuant to the Tax Receivable Agreement, are obligations of Neff Corporation and are not obligations of Neff Holdings. They do not impact the balance of non-controlling interest. These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. In general, items of income, gain, loss and deduction are allocated on the basis of members' respective ownership interests pursuant to the Neff Holdings LLC agreement after taking into consideration all relevant sections of the Internal Revenue Code. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding during the period, including vested restricted stock units ("RSUs"). Diluted earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of common shares plus the dilutive effect of potential common shares outstanding during the period. For RSUs with performance-based vesting, no common equivalent shares are included in the computation of diluted earnings per share until the related performance criteria have been met. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): For the Three Months Ended March 31, 2016 For the Three Months Ended March 31, 2015 Numerator: Net (loss) income attributable to Neff Corporation $ (151 ) $ 929 Denominator for basic net (loss) income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,286 10,476 Denominator for diluted net (loss) income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,286 10,476 Add dilutive effect of the following: Neff Holdings options (redeemable for cash or Class A common stock) — 1,265 Neff Corporation stock options — 290 Weighted average shares of Class A common stock outstanding, diluted 10,286 12,031 Earnings per share of Class A common stock: Net (loss) income attributable to Neff Corporation per share of Class A common stock, basic $ (0.01 ) $ 0.09 Net (loss) income attributable to Neff Corporation per share of Class A common stock, diluted $ (0.01 ) $ 0.08 Potentially dilutive stock options and restricted stock units representing a total of 2.0 million shares of Class A common stock for the three months ended March 31, 2016 were excluded from the computation of diluted weighted average shares outstanding due to their anti-dilutive effect. The shares of Class B common stock outstanding do not participate in the earnings of Neff Corporation and are therefore not participating securities. Accordingly, basic and diluted net (loss) income per share of Class B common stock have not been presented. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | —INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of March 31, 2016 and December 31, 2015 , consisted of the following (in thousands, except as noted): March 31, 2016 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (9,793 ) 4,194 Total intangible assets $ 24,841 $ (9,793 ) $ 15,048 NOTE 5—INTANGIBLE ASSETS (Continued) December 31, 2015 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (9,527 ) 4,460 Total intangible assets $ 24,841 $ (9,527 ) $ 15,314 The customer list is amortized on an accelerated basis, based on estimated cash flows over the useful life of the customer list. Accumulated amortization and expected future annual amortization expense are as follows (in thousands): Accumulated amortization at March 31, 2016 $ 9,793 Estimated amortization expense for: Remainder of 2016 803 2017 877 2018 719 2019 589 2020 483 2021 through 2022 723 Total $ 13,987 Amortization expense related to the customer list was $0.3 million for the three months ended March 31, 2016 and 2015 . |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands, except percent data): March 31, 2016 December 31, 2015 Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.0% to LIBOR plus up to 2.0% (2.29% at March 31, 2016) $ 268,100 $ 253,600 Second Lien Loan with interest of LIBOR plus 6.25%, with 1.0% LIBOR floor, net of unamortized discount of $1,962 in 2016 and $2,034 in 2015 (7.25% at March 31, 2016) 473,689 476,966 Total indebtedness $ 741,789 $ 730,566 On October 1, 2010, Neff Rental LLC and Neff LLC (subsidiaries of Neff Holdings) entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) as co-borrowers. The obligations under the Revolving Credit Facility are guaranteed by Neff Holdings. The Revolving Credit Facility is secured by a first priority security interest in substantially all of the Company’s assets. Interest on any base rate loans under the Revolving Credit Facility is due quarterly and interest on any LIBOR rate loans under the Revolving Credit Facility is due at three month intervals or, if shorter, at the end of the selected LIBOR period. Availability under the Revolving Credit Facility is subject to a borrowing base formula consisting of eligible accounts receivable and eligible rental fleet. On March 12, 2012, the Revolving Credit Facility was amended (the “March 2012 Amendment”). The March 2012 Amendment increased total borrowing capacity to $200.0 million , provided for a mechanism whereby the Company could request (but the lenders under the Revolving Credit Facility have no obligation to provide) up to $100.0 million of incremental revolving loan commitments under the Revolving Credit Facility, reduced applicable margins applicable to loans and other credit extensions, extended the maturity to the earlier of March 12, 2016 and ninety days prior to the maturity date of the previously outstanding NOTE 6—DEBT (Continued) senior secured notes and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants. On October 25, 2012, the Revolving Credit Facility was amended (the “October 2012 Amendment”). The October 2012 Amendment increased total maximum borrowing capacity from $200.0 million to $225.0 million . On November 20, 2013, the Revolving Credit Facility was amended and restated (the “2013 Amendment and Restatement”). Among other things, the 2013 Amendment and Restatement increased total maximum borrowing capacity from $225.0 million to $375.0 million and permitted the payment of a $110.0 million cash distribution to the members of Neff Holdings, extended the maturity to the earlier of November 20, 2018 and ninety days prior to the maturity date of the previously outstanding senior secured notes and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants and covenants relating to appraisals and field audits. Following the repayment of the previously outstanding senior secured notes, the maturity date of the Revolving Credit Facility was November 20, 2018. On June 9, 2014, Neff Rental LLC entered into a second lien credit agreement (the “Second Lien Credit Agreement”) as borrower. Under the terms of the Second Lien Credit Agreement, Neff Rental LLC borrowed $575.0 million of second lien term loans (the “Second Lien Loan”). The obligations under the Second Lien Credit Agreement are guaranteed by Neff Holdings and Neff LLC and are secured by a second priority security interest in substantially all of the Company’s assets. The Second Lien Loan included $2.9 million of original issue discount that is being amortized as interest expense over the term of the Second Lien Loan. The Second Lien Loan has a maturity date of June 9, 2021. On June 9, 2014, in connection with entering into the Second Lien Credit Agreement and repayment of the previously outstanding senior secured notes, the Revolving Credit Facility was further amended (the “June 2014 Amendment”). Among other things, the June 2014 Amendment increased total maximum borrowing capacity from $375.0 million to $425.0 million , permitted the payment of the June 2014 distribution, permitted the payment of the transaction bonus, permitted the repayment of the previously outstanding senior secured notes and modified the consolidated total leverage ratio covenant. On October 14, 2014, the Revolving Credit Facility and Second Lien Loan were amended in anticipation of and conditional upon completion of the IPO (the "October 2014 Amendments"). The October 2014 Amendments, among other things, reflected the changes in the Company's structure as a result of the Organization Transactions and the IPO. The Company also prepaid $96.0 million of the principal amount of the Second Lien Loan with the net proceeds from the IPO. On February 25, 2016, Neff Holdings, Neff LLC and Neff Rental LLC (collectively, the “Credit Parties”), amended and restated the Revolving Credit Facility (the “2016 Amendment and Restatement”). The 2016 Amendment and Restatement, among other things, increased total maximum borrowing capacity from $425.0 million to $475.0 million , extended the maturity from November 20, 2018 to February 25, 2021, increased the amount that the Company could request (but the lenders under the Revolving Credit Agreement have no obligation to provide) from $25.0 million to $100.0 million of incremental revolving loan commitments, reduced applicable margins applicable to loans and other credit extensions, modified excess availability requirements relating to cash dominion, and modified certain baskets, thresholds and ratios, including the consolidated total leverage ratio. Accumulated amortization at March 31, 2016 for debt issue costs was $4.3 million and $1.1 million for the Revolving Credit Facility and Second Lien Loan, respectively. Accumulated amortization at December 31, 2015 for debt issue costs was $4.1 million and $0.9 million for the Revolving Credit Facility and Second Lien Loan, respectively. The Revolving Credit Facility and Second Lien Credit Agreement contain various affirmative, negative and financial reporting covenants. The covenants, among other things, place restrictions on the Company’s ability to acquire and sell assets, incur additional indebtedness and prepay other indebtedness other than the Revolving Credit Facility. The Company is subject to certain financial covenants under its Revolving Credit Facility if availability declines below $47.5 million . The Company was in compliance with all financial covenants under the Revolving Credit Facility and the Second Lien Credit Agreement as of March 31, 2016 . NOTE 6—DEBT (Continued) As of December 31, 2015, our total leverage ratio was 3.90 . Under the terms of the Second Lien Loan, if the total leverage ratio is equal to or less than 4.00 to 1.00 but greater than 3.00 to 1.00 at the end of each fiscal year, we must make a mandatory prepayment equal to 25% of our excess cash flow. A mandatory prepayment of $3.3 million was made during March 2016. The Company will determine whether any mandatory prepayments need to be made for the fiscal year ended December 31, 2016 at year end. The Company had $3.9 million and $3.7 million in outstanding letters of credit at March 31, 2016 and December 31, 2015 , respectively, that were primarily associated with its insurance coverage. As of March 31, 2016 , total availability under the Revolving Credit Facility was $202.7 million . |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY—BASED COMPENSATION On November 7, 2014, the Company's board of directors adopted the Neff Corporation 2014 Incentive Award Plan (the "2014 Incentive Plan") and reserved 1,500,000 shares of Class A common stock for issuance. The 2014 Incentive Plan became effective on November 7, 2014 and provides for the grant of options, restricted stock awards, performance awards, dividend equivalent awards, deferred stock awards, deferred stock unit awards, stock payment awards or stock appreciation rights to employees, consultants and directors of the Company. For the three months ended March 31, 2016 and 2015 , the Company recognized equity-based compensation expense of $0.8 million and $0.4 million , respectively. Each Common Unit held by Wayzata or acquired by individuals upon exercise of existing options granted by Neff Holdings will be redeemable, at the election of such member, for, at Neff Corporation's option, newly issued shares of Neff Corporation's Class A common stock on a 1 -for-1 basis or for a cash payment equal to the market price of one share of Neff Corporation's Class A common stock. The following table summarizes equity-based compensation activity for the three months ended March 31, 2016 (in thousands): Neff Corporation Neff Holdings RSUs Options Options Balance as of January 1, 2016 243 696 1,265 Granted — — — Exercised — — — Forfeited — — — Balance as of March 31, 2016 243 696 1,265 Vested — 72 1,265 Unvested 243 624 — Total 243 696 1,265 At March 31, 2016 , there were 0.5 million additional shares available for the Company to grant under the 2014 Incentive Plan. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS On March 24, 2015, the Company entered into an interest rate swap (the "Interest Rate Swap"), effectively converting a portion of its variable rate debt into fixed rate debt. The Interest Rate Swap is not accounted for as a hedge and changes in fair value are included directly in the unaudited condensed consolidated statement of operations. The Company adjusts the accrued swap asset or liability by the amount of the monthly net settlement as settlements are made. Under the terms of the Interest Rate Swap, a monthly net settlement is made on approximately the 8th of each month for the difference between the fixed rate (see the fixed rate schedule below) and the variable rate, based upon the one month LIBOR rate on the notional amount of the Interest Rate Swap. The Interest Rate Swap has a notional amount of $200.0 million through April 8, 2020. NOTE 8—DERIVATIVE FINANCIAL INSTRUMENTS (Continued) The fixed rate follows the schedule below: April 8, 2015 to April 7, 2016 0.4726 % April 8, 2016 to April 9, 2017 1.1570 % April 10, 2017 to April 8, 2018 1.6810 % April 9, 2018 to April 7, 2019 1.9610 % April 8, 2019 to April 8, 2020 2.1430 % The Company's transactions in derivative financial instruments are authorized and executed pursuant to its regularly reviewed policies and procedures, which prohibit the use of derivative financial instruments for trading or speculative purposes. For the three months ended March 31, 2016 , the Company recognized a loss on the Interest Rate Swap of $4.7 million which consisted of $4.6 million of unrealized losses related to the change in fair value of the Interest Rate Swap and a $0.1 million realized loss for the settlement payments made. For the three months ended March 31, 2015 , the Company recognized a loss on the Interest Rate Swap of $0.9 million which consisted of $0.9 million of unrealized losses related to the change in fair value of the Interest Rate Swap. The following tables provide details regarding the Company's derivative financial instruments (in thousands): For the Three Months Ended March 31, 2016 For the Three Months Ended March 31, 2015 Loss Recognized in Earnings(a) Loss Recognized in Earnings(a) Interest Rate Swap $ 4,654 $ 888 March 31, 2016 December 31, 2015 Fair Value of Derivative(b) Fair Value of Derivative(b) Interest Rate Swap (Note 9) $ 6,485 $ 1,880 (a) Classified in Other expenses — Loss on interest rate swap (b) Classified in Liabilities — Accrued expenses and other liabilities |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Neff Corporation is required to file federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to date has consisted primarily of its share of Neff Holdings' pre-tax income. Neff Holdings is a limited liability company that is treated as a partnership for federal and state income tax purposes. Neff Holdings is not subject to income taxes for federal and state purposes. Rather, taxable income or loss is included in the respective federal and state income tax returns of Neff Holdings' members. The estimated annual effective tax rate for the year ended December 31, 2016 is expected to be 15.7%. The effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of Neff Holdings' earnings attributable to non-controlling interests are not subject to corporate-level taxes, as well as annual changes in state income tax rates. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES The carrying amounts for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to their immediate to short-term maturity. The fair value of the Revolving Credit Facility and the Second Lien Loan approximate carrying value as of March 31, 2016 and December 31, 2015 , as variable interest rates approximate market rates. The Company has classified these instruments in Level 2 of the fair value hierarchy as described below. The Company used the following methods to measure the fair value of certain assets and liabilities: Interest Rate Swap. The Interest Rate Swap is valued utilizing pricing models taking into account inputs such as interest rates and notional amounts. The FASB has established a framework for measuring fair value and requires that assets and liabilities measured at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data NOTE 9—FAIR VALUE DISCLOSURES (Continued) The following table provides fair value measurement information of the Company's financial liability measured on a recurring basis as of March 31, 2016 (in thousands): Fair Value Measurements Using: Quoted Prices in Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Interest Rate Swap $ — $ 6,485 $ — There were no transfers into or out of Level 1, 2 or 3 during the three months ended March 31, 2016 and 2015 . |
SUPPLEMENTAL CONSOLIDATING STAT
SUPPLEMENTAL CONSOLIDATING STATEMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL CONSOLIDATING STATEMENTS | NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 2,180 $ — $ — $ — $ — $ 2,180 Accounts receivable, net 58,628 — — — — 58,628 Inventories 2,163 — — — — 2,163 Rental equipment, net 480,855 — — — — 480,855 Property and equipment, net 35,743 — — — — 35,743 Prepaid expenses and other assets 17,015 — — — — 17,015 Goodwill 60,644 — — — — 60,644 Investment in subsidiary — 67,036 67,036 161,776 (295,848 ) — Intercompany 6,488 — — (6,488 ) — — Intangible assets, net 15,048 — — — — 15,048 Total assets $ 678,764 $ 67,036 $ 67,036 $ 155,288 $ (295,848 ) $ 672,276 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 21,157 $ — $ — $ — $ — $ 21,157 Accrued expenses and other liabilities 41,428 — — — — 41,428 Revolving credit facility 268,100 — — — — 268,100 Second lien loan, net 473,689 — — — — 473,689 Payable pursuant to tax receivable agreement — — — 29,547 — 29,547 Deferred tax liability, net — — — 7,728 — 7,728 Total liabilities $ 804,374 $ — $ — $ 37,275 $ — $ 841,649 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 95 $ — $ 95 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 30,931 (146,143 ) (115,212 ) Retained earnings — — — 17,039 — 17,039 Members' deficit (192,646 ) — — — 192,646 — Accumulated surplus 67,036 67,036 67,036 — (201,108 ) — Total stockholders' deficit / members' deficit (125,610 ) 67,036 67,036 48,215 (154,605 ) (97,928 ) Non-controlling interest — — — 69,798 (141,243 ) (71,445 ) Total stockholders' deficit / members' deficit and non-controlling interest (125,610 ) 67,036 67,036 118,013 (295,848 ) (169,373 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 678,764 $ 67,036 $ 67,036 $ 155,288 $ (295,848 ) $ 672,276 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 287 $ — $ — $ 2 $ — $ 289 Accounts receivable, net 70,328 — — — — 70,328 Inventories 1,766 — — — — 1,766 Rental equipment, net 457,470 — — — — 457,470 Property and equipment, net 33,473 — — — — 33,473 Prepaid expenses and other assets 14,488 — — — — 14,488 Goodwill 60,599 — — — — 60,599 Investment in subsidiary — 67,427 67,427 166,406 (301,260 ) — Intercompany 6,490 — — (6,490 ) — — Intangible assets, net 15,314 — — — — 15,314 Total assets $ 660,215 $ 67,427 $ 67,427 $ 159,918 $ (301,260 ) $ 653,727 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 18,948 $ — $ — $ — $ — $ 18,948 Accrued expenses and other liabilities 31,412 — — — — 31,412 Revolving credit facility 253,600 — — — — 253,600 Second lien loan, net 476,966 — — — — 476,966 Payable pursuant to tax receivable agreement — — — 29,133 — 29,133 Deferred tax liability, net — — — 9,458 — 9,458 Total liabilities $ 780,926 $ — $ — $ 38,591 $ — $ 819,517 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 104 $ — $ 104 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 34,085 (146,143 ) (112,058 ) Retained earnings — — — 17,190 — 17,190 Members' deficit (188,138 ) — — — 188,138 — Accumulated surplus 67,427 67,427 67,427 — (202,281 ) — Total stockholders' deficit / members' deficit (120,711 ) 67,427 67,427 51,529 (160,286 ) (94,614 ) Non-controlling interest — — — 69,798 (140,974 ) (71,176 ) Total stockholders' deficit / members' deficit and non-controlling interest (120,711 ) 67,427 67,427 121,327 (301,260 ) (165,790 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 660,215 $ 67,427 $ 67,427 $ 159,918 $ (301,260 ) $ 653,727 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 81,177 $ — $ — $ — $ — $ 81,177 Equipment sales 5,102 — — — — 5,102 Parts and service 3,305 — — — — 3,305 Total revenues 89,584 — — — — 89,584 Cost of revenues Cost of equipment sold 3,111 — — — — 3,111 Depreciation of rental equipment 22,165 — — — — 22,165 Cost of rental revenues 19,933 — — — — 19,933 Cost of parts and service 1,805 — — — — 1,805 Total cost of revenues 47,014 — — — — 47,014 Gross profit 42,570 — — — — 42,570 Other operating expenses Selling, general and administrative expenses 24,522 — — — — 24,522 Other depreciation and amortization 2,741 — — — — 2,741 Total other operating expenses 27,263 — — — — 27,263 Income from operations 15,307 — — — — 15,307 Other expenses Interest expense 10,649 — — — — 10,649 Adjustment to tax receivable agreement — — — 414 — 414 Loss on interest rate swap 4,654 — — — — 4,654 Amortization of debt issue costs 395 — — — — 395 Total other expenses 15,698 — — 414 — 16,112 Loss before income taxes (391 ) — — (414 ) — (805 ) Equity earnings in subsidiaries — (391 ) (391 ) (122 ) 904 — Benefit from income taxes — — — 385 — 385 Net loss (391 ) (391 ) (391 ) (151 ) 904 (420 ) Less: net loss attributable to non-controlling interest — — (269 ) — — (269 ) Net loss attributable to Neff Corporation $ (391 ) $ (391 ) $ (122 ) $ (151 ) $ 904 $ (151 ) NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 74,141 $ — $ — $ — $ — $ 74,141 Equipment sales 6,787 — — — — 6,787 Parts and service 3,158 — — — — 3,158 Total revenues 84,086 — — — — 84,086 Cost of revenues Cost of equipment sold 4,332 — — — — 4,332 Depreciation of rental equipment 19,514 — — — — 19,514 Cost of rental revenues 17,859 — — — — 17,859 Cost of parts and service 1,763 — — — — 1,763 Total cost of revenues 43,468 — — — — 43,468 Gross profit 40,618 — — — — 40,618 Other operating expenses Selling, general and administrative expenses 22,290 — — — — 22,290 Other depreciation and amortization 2,461 — — — — 2,461 Total other operating expenses 24,751 — — — — 24,751 Income from operations 15,867 — — — — 15,867 Other expenses Interest expense 10,514 — — — — 10,514 Adjustment to tax receivable agreement — — — 521 — 521 Loss on interest rate swap 888 — — — — 888 Amortization of debt issue costs 371 — — — — 371 Total other expenses 11,773 — — 521 — 12,294 Income (loss) before income taxes 4,094 — — (521 ) — 3,573 Equity earnings in subsidiaries — 4,080 4,080 1,681 (9,841 ) — Provision for income taxes (14 ) — — (231 ) — (245 ) Net income 4,080 4,080 4,080 929 (9,841 ) 3,328 Less: net income attributable to non-controlling interest 4,080 4,080 2,399 — (8,160 ) 2,399 Net income attributable to Neff Corporation $ — $ — $ 1,681 $ 929 $ (1,681 ) $ 929 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Cash Flows from Operating Activities Net loss $ (391 ) $ (391 ) $ (391 ) $ (151 ) $ 904 $ (420 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 24,638 — — — — 24,638 Amortization of debt issue costs 395 — — — — 395 Amortization of intangible assets 268 — — — — 268 Amortization of original issue discount 72 — — — — 72 Gain on sale of equipment (1,991 ) — — — — (1,991 ) Provision for bad debt 596 — — — — 596 Equity-based compensation 768 — — — — 768 Deferred income taxes — — — (385 ) — (385 ) Adjustment to tax receivable agreement — — — 414 — 414 Unrealized loss on interest rate swap 4,605 — — — — 4,605 Equity earnings in subsidiaries — 391 391 122 (904 ) — Changes in operating assets and liabilities: Accounts receivable 11,104 — — — — 11,104 Inventories, prepaid expenses and other assets (1,948 ) — — — — (1,948 ) Accounts payable (1,494 ) — — — — (1,494 ) Accrued expenses and other liabilities (3,207 ) — — — — (3,207 ) Net cash provided by operating activities 33,415 — — — — 33,415 Cash Flows from Investing Activities Purchases of rental equipment (36,065 ) — — — — (36,065 ) Proceeds from sale of equipment 5,102 — — — — 5,102 Purchases of property and equipment (5,018 ) — — — — (5,018 ) Net cash used in investing activities (35,981 ) — — — — (35,981 ) Cash Flows from Financing Activities Repayments under revolving credit facility (29,400 ) — — — — (29,400 ) Borrowings under revolving credit facility 43,900 — — — — 43,900 Debt issue costs (1,418 ) — — — — (1,418 ) Common stock repurchases — — — (5,276 ) — (5,276 ) Common unit sales/repurchases (5,276 ) — — 5,276 — — Second Lien Loan prepayment (3,349 ) — — — — (3,349 ) Intercompany 2 — — (2 ) — — Net cash provided by (used in) financing activities 4,459 — — (2 ) — 4,457 Net increase (decrease) in cash and cash equivalents 1,893 — — (2 ) — 1,891 Cash and cash equivalents, beginning of period 287 — — 2 — 289 Cash and cash equivalents, end of period $ 2,180 $ — $ — $ — $ — $ 2,180 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2015 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Cash Flows from Operating Activities Net income $ 4,080 $ 4,080 $ 4,080 $ 929 $ (9,841 ) $ 3,328 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 21,654 — — — — 21,654 Amortization of debt issue costs 371 — — — — 371 Amortization of intangible assets 321 — — — — 321 Amortization of original issue discount 59 — — — — 59 Gain on sale of equipment (2,455 ) — — — — (2,455 ) Provision for bad debt 664 — — — — 664 Equity-based compensation 352 — — — — 352 Deferred income taxes — — — 180 — 180 Adjustment to tax receivable agreement — — — 521 — 521 Unrealized loss on interest rate swap 888 — — — — 888 Equity earnings in subsidiaries — (4,080 ) (4,080 ) (1,681 ) 9,841 — Changes in operating assets and liabilities: Accounts receivable 13,000 — — — — 13,000 Inventories, prepaid expenses and other assets (2,895 ) — — — — (2,895 ) Accounts payable 1,394 — — — — 1,394 Accrued expenses and other liabilities (3,488 ) — — 50 — (3,438 ) Net cash provided by (used in) operating activities 33,945 — — (1 ) — 33,944 Cash Flows from Investing Activities Purchases of rental equipment (45,888 ) — — — — (45,888 ) Proceeds from sale of equipment 6,787 — — — — 6,787 Purchases of property and equipment (3,345 ) — — — — (3,345 ) Net cash used in investing activities (42,446 ) — — — — (42,446 ) Cash Flows from Financing Activities Repayments under revolving credit facility (35,611 ) — — — — (35,611 ) Borrowings under revolving credit facility 44,411 — — — — 44,411 Payment of costs directly associated with the issuance of Class A common stock — — — (283 ) — (283 ) Intercompany (284 ) — — 284 — — Net cash provided by financing activities 8,516 — — 1 — 8,517 Net increase in cash and cash equivalents 15 — — — — 15 Cash and cash equivalents, beginning of period 205 — — 2 — 207 Cash and cash equivalents, end of period $ 220 $ — $ — $ 2 $ — $ 222 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements • Balance Sheets - The assets, liabilities and equity of Neff Corporation and Neff Holdings have been consolidated; • Statements of Operations - The consolidated statements of operations include the consolidated statements of operations of Neff Holdings consolidated with the statements of operations of Neff Corporation; and • Statements of Cash Flows - The statements of cash flows include the consolidated statements of cash flows of Neff Holdings consolidated with the statements of cash flows of Neff Corporation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company considers critical accounting estimates to be those that require more significant judgments in the preparation of the unaudited condensed consolidated financial statements including those related to depreciation, income taxes, self-insurance reserves, goodwill and intangible assets, and amounts payable pursuant to the tax receivable agreement, as amended (Note 3) ("Tax Receivable Agreement"). Management relies on historical experience and other assumptions, believed to be reasonable under the circumstances, in making its judgments and estimates. Actual results could differ from those judgments and estimates. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and trademarks and tradenames are reviewed at least annually for impairment. The Company conducts annual impairment tests on October 1 of each fiscal year or whenever an indicator of impairment exists. The customer list is amortized over its useful life (Note 5). The Company expenses costs to renew or extend the term of its recognized intangible assets. |
Segment Reporting | Segment Reporting The Company's operations consist of the rental and sale of equipment, and parts and services in five regions in the United States: Florida, Atlantic, Central, Southeastern and Western. The five regions are the Company's operating segments and are aggregated into one reportable segment because they rent similar products and have similar economic characteristics. The Company operates in the United States and had minimal international sales for each of the periods presented. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) in any of the periods presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from adopting new or revised accounting standards and, therefore, will not be subject to new or revised accounting standards until such time as those standards apply to private companies. There were no significant new accounting pronouncements that the Company adopted during the three months ended March 31, 2016 . In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), ("ASU 2016-02") to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for private companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020 and requires application on a modified retrospective basis. The modified retrospective basis includes a number of optional practical expedients that entities may elect to apply. The Company expects to adopt this guidance when effective for private companies and |
NON-CONTROLLING INTEREST - (Tab
NON-CONTROLLING INTEREST - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | distributions to and (loss) income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: NOTE 3—NON-CONTROLLING INTEREST (Continued) Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of March 31, 2016 14,951,625 9,493,097 24,444,722 61.2 % 38.8 % 100.0 % Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of December 31, 2015 14,951,625 10,380,781 25,332,406 59.0 % 41.0 % 100.0 % The following table summarizes the activity in non-controlling interest from December 31, 2015 to March 31, 2016 (in thousands): Balance of non-controlling interest as of December 31, 2015 $ (71,176 ) Net loss attributable to non-controlling interest (269 ) Balance of non-controlling interest as of March 31, 2016 $ (71,445 ) |
EARNINGS PER SHARE - (Tables)
EARNINGS PER SHARE - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): For the Three Months Ended March 31, 2016 For the Three Months Ended March 31, 2015 Numerator: Net (loss) income attributable to Neff Corporation $ (151 ) $ 929 Denominator for basic net (loss) income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,286 10,476 Denominator for diluted net (loss) income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 10,286 10,476 Add dilutive effect of the following: Neff Holdings options (redeemable for cash or Class A common stock) — 1,265 Neff Corporation stock options — 290 Weighted average shares of Class A common stock outstanding, diluted 10,286 12,031 Earnings per share of Class A common stock: Net (loss) income attributable to Neff Corporation per share of Class A common stock, basic $ (0.01 ) $ 0.09 Net (loss) income attributable to Neff Corporation per share of Class A common stock, diluted $ (0.01 ) $ 0.08 |
INTANGIBLE ASSETS - (Tables)
INTANGIBLE ASSETS - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | NOTE 5—INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of March 31, 2016 and December 31, 2015 , consisted of the following (in thousands, except as noted): March 31, 2016 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (9,793 ) 4,194 Total intangible assets $ 24,841 $ (9,793 ) $ 15,048 NOTE 5—INTANGIBLE ASSETS (Continued) December 31, 2015 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (9,527 ) 4,460 Total intangible assets $ 24,841 $ (9,527 ) $ 15,314 |
Schedule of Indefinite-Lived Intangible Assets | NOTE 5—INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of March 31, 2016 and December 31, 2015 , consisted of the following (in thousands, except as noted): March 31, 2016 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (9,793 ) 4,194 Total intangible assets $ 24,841 $ (9,793 ) $ 15,048 NOTE 5—INTANGIBLE ASSETS (Continued) December 31, 2015 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (9,527 ) 4,460 Total intangible assets $ 24,841 $ (9,527 ) $ 15,314 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Accumulated amortization and expected future annual amortization expense are as follows (in thousands): Accumulated amortization at March 31, 2016 $ 9,793 Estimated amortization expense for: Remainder of 2016 803 2017 877 2018 719 2019 589 2020 483 2021 through 2022 723 Total $ 13,987 |
DEBT - (Tables)
DEBT - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands, except percent data): March 31, 2016 December 31, 2015 Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.0% to LIBOR plus up to 2.0% (2.29% at March 31, 2016) $ 268,100 $ 253,600 Second Lien Loan with interest of LIBOR plus 6.25%, with 1.0% LIBOR floor, net of unamortized discount of $1,962 in 2016 and $2,034 in 2015 (7.25% at March 31, 2016) 473,689 476,966 Total indebtedness $ 741,789 $ 730,566 |
EQUITY-BASED COMPENSATION - (Ta
EQUITY-BASED COMPENSATION - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Restricted Stock Units, Activity | The following table summarizes equity-based compensation activity for the three months ended March 31, 2016 (in thousands): Neff Corporation Neff Holdings RSUs Options Options Balance as of January 1, 2016 243 696 1,265 Granted — — — Exercised — — — Forfeited — — — Balance as of March 31, 2016 243 696 1,265 Vested — 72 1,265 Unvested 243 624 — Total 243 696 1,265 |
DERIVATIVE FINANCIAL INSTRUME23
DERIVATIVE FINANCIAL INSTRUMENTS - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The fixed rate follows the schedule below: April 8, 2015 to April 7, 2016 0.4726 % April 8, 2016 to April 9, 2017 1.1570 % April 10, 2017 to April 8, 2018 1.6810 % April 9, 2018 to April 7, 2019 1.9610 % April 8, 2019 to April 8, 2020 2.1430 % |
Reclassification out of Accumulated Other Comprehensive Income | The following tables provide details regarding the Company's derivative financial instruments (in thousands): For the Three Months Ended March 31, 2016 For the Three Months Ended March 31, 2015 Loss Recognized in Earnings(a) Loss Recognized in Earnings(a) Interest Rate Swap $ 4,654 $ 888 March 31, 2016 December 31, 2015 Fair Value of Derivative(b) Fair Value of Derivative(b) Interest Rate Swap (Note 9) $ 6,485 $ 1,880 (a) Classified in Other expenses — Loss on interest rate swap (b) Classified in Liabilities — |
FAIR VALUE DISCLOSURES - (Table
FAIR VALUE DISCLOSURES - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table provides fair value measurement information of the Company's financial liability measured on a recurring basis as of March 31, 2016 (in thousands): Fair Value Measurements Using: Quoted Prices in Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Interest Rate Swap $ — $ 6,485 $ — |
SUPPLEMENTAL CONSOLIDATING ST25
SUPPLEMENTAL CONSOLIDATING STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 287 $ — $ — $ 2 $ — $ 289 Accounts receivable, net 70,328 — — — — 70,328 Inventories 1,766 — — — — 1,766 Rental equipment, net 457,470 — — — — 457,470 Property and equipment, net 33,473 — — — — 33,473 Prepaid expenses and other assets 14,488 — — — — 14,488 Goodwill 60,599 — — — — 60,599 Investment in subsidiary — 67,427 67,427 166,406 (301,260 ) — Intercompany 6,490 — — (6,490 ) — — Intangible assets, net 15,314 — — — — 15,314 Total assets $ 660,215 $ 67,427 $ 67,427 $ 159,918 $ (301,260 ) $ 653,727 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 18,948 $ — $ — $ — $ — $ 18,948 Accrued expenses and other liabilities 31,412 — — — — 31,412 Revolving credit facility 253,600 — — — — 253,600 Second lien loan, net 476,966 — — — — 476,966 Payable pursuant to tax receivable agreement — — — 29,133 — 29,133 Deferred tax liability, net — — — 9,458 — 9,458 Total liabilities $ 780,926 $ — $ — $ 38,591 $ — $ 819,517 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 104 $ — $ 104 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 34,085 (146,143 ) (112,058 ) Retained earnings — — — 17,190 — 17,190 Members' deficit (188,138 ) — — — 188,138 — Accumulated surplus 67,427 67,427 67,427 — (202,281 ) — Total stockholders' deficit / members' deficit (120,711 ) 67,427 67,427 51,529 (160,286 ) (94,614 ) Non-controlling interest — — — 69,798 (140,974 ) (71,176 ) Total stockholders' deficit / members' deficit and non-controlling interest (120,711 ) 67,427 67,427 121,327 (301,260 ) (165,790 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 660,215 $ 67,427 $ 67,427 $ 159,918 $ (301,260 ) $ 653,727 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 2,180 $ — $ — $ — $ — $ 2,180 Accounts receivable, net 58,628 — — — — 58,628 Inventories 2,163 — — — — 2,163 Rental equipment, net 480,855 — — — — 480,855 Property and equipment, net 35,743 — — — — 35,743 Prepaid expenses and other assets 17,015 — — — — 17,015 Goodwill 60,644 — — — — 60,644 Investment in subsidiary — 67,036 67,036 161,776 (295,848 ) — Intercompany 6,488 — — (6,488 ) — — Intangible assets, net 15,048 — — — — 15,048 Total assets $ 678,764 $ 67,036 $ 67,036 $ 155,288 $ (295,848 ) $ 672,276 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 21,157 $ — $ — $ — $ — $ 21,157 Accrued expenses and other liabilities 41,428 — — — — 41,428 Revolving credit facility 268,100 — — — — 268,100 Second lien loan, net 473,689 — — — — 473,689 Payable pursuant to tax receivable agreement — — — 29,547 — 29,547 Deferred tax liability, net — — — 7,728 — 7,728 Total liabilities $ 804,374 $ — $ — $ 37,275 $ — $ 841,649 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 95 $ — $ 95 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 30,931 (146,143 ) (115,212 ) Retained earnings — — — 17,039 — 17,039 Members' deficit (192,646 ) — — — 192,646 — Accumulated surplus 67,036 67,036 67,036 — (201,108 ) — Total stockholders' deficit / members' deficit (125,610 ) 67,036 67,036 48,215 (154,605 ) (97,928 ) Non-controlling interest — — — 69,798 (141,243 ) (71,445 ) Total stockholders' deficit / members' deficit and non-controlling interest (125,610 ) 67,036 67,036 118,013 (295,848 ) (169,373 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 678,764 $ 67,036 $ 67,036 $ 155,288 $ (295,848 ) $ 672,276 |
Condensed Consolidating Statement of Operations | Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 81,177 $ — $ — $ — $ — $ 81,177 Equipment sales 5,102 — — — — 5,102 Parts and service 3,305 — — — — 3,305 Total revenues 89,584 — — — — 89,584 Cost of revenues Cost of equipment sold 3,111 — — — — 3,111 Depreciation of rental equipment 22,165 — — — — 22,165 Cost of rental revenues 19,933 — — — — 19,933 Cost of parts and service 1,805 — — — — 1,805 Total cost of revenues 47,014 — — — — 47,014 Gross profit 42,570 — — — — 42,570 Other operating expenses Selling, general and administrative expenses 24,522 — — — — 24,522 Other depreciation and amortization 2,741 — — — — 2,741 Total other operating expenses 27,263 — — — — 27,263 Income from operations 15,307 — — — — 15,307 Other expenses Interest expense 10,649 — — — — 10,649 Adjustment to tax receivable agreement — — — 414 — 414 Loss on interest rate swap 4,654 — — — — 4,654 Amortization of debt issue costs 395 — — — — 395 Total other expenses 15,698 — — 414 — 16,112 Loss before income taxes (391 ) — — (414 ) — (805 ) Equity earnings in subsidiaries — (391 ) (391 ) (122 ) 904 — Benefit from income taxes — — — 385 — 385 Net loss (391 ) (391 ) (391 ) (151 ) 904 (420 ) Less: net loss attributable to non-controlling interest — — (269 ) — — (269 ) Net loss attributable to Neff Corporation $ (391 ) $ (391 ) $ (122 ) $ (151 ) $ 904 $ (151 ) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 74,141 $ — $ — $ — $ — $ 74,141 Equipment sales 6,787 — — — — 6,787 Parts and service 3,158 — — — — 3,158 Total revenues 84,086 — — — — 84,086 Cost of revenues Cost of equipment sold 4,332 — — — — 4,332 Depreciation of rental equipment 19,514 — — — — 19,514 Cost of rental revenues 17,859 — — — — 17,859 Cost of parts and service 1,763 — — — — 1,763 Total cost of revenues 43,468 — — — — 43,468 Gross profit 40,618 — — — — 40,618 Other operating expenses Selling, general and administrative expenses 22,290 — — — — 22,290 Other depreciation and amortization 2,461 — — — — 2,461 Total other operating expenses 24,751 — — — — 24,751 Income from operations 15,867 — — — — 15,867 Other expenses Interest expense 10,514 — — — — 10,514 Adjustment to tax receivable agreement — — — 521 — 521 Loss on interest rate swap 888 — — — — 888 Amortization of debt issue costs 371 — — — — 371 Total other expenses 11,773 — — 521 — 12,294 Income (loss) before income taxes 4,094 — — (521 ) — 3,573 Equity earnings in subsidiaries — 4,080 4,080 1,681 (9,841 ) — Provision for income taxes (14 ) — — (231 ) — (245 ) Net income 4,080 4,080 4,080 929 (9,841 ) 3,328 Less: net income attributable to non-controlling interest 4,080 4,080 2,399 — (8,160 ) 2,399 Net income attributable to Neff Corporation $ — $ — $ 1,681 $ 929 $ (1,681 ) $ 929 |
Condensed Consolidating Statement of Cash Flow | SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Cash Flows from Operating Activities Net loss $ (391 ) $ (391 ) $ (391 ) $ (151 ) $ 904 $ (420 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 24,638 — — — — 24,638 Amortization of debt issue costs 395 — — — — 395 Amortization of intangible assets 268 — — — — 268 Amortization of original issue discount 72 — — — — 72 Gain on sale of equipment (1,991 ) — — — — (1,991 ) Provision for bad debt 596 — — — — 596 Equity-based compensation 768 — — — — 768 Deferred income taxes — — — (385 ) — (385 ) Adjustment to tax receivable agreement — — — 414 — 414 Unrealized loss on interest rate swap 4,605 — — — — 4,605 Equity earnings in subsidiaries — 391 391 122 (904 ) — Changes in operating assets and liabilities: Accounts receivable 11,104 — — — — 11,104 Inventories, prepaid expenses and other assets (1,948 ) — — — — (1,948 ) Accounts payable (1,494 ) — — — — (1,494 ) Accrued expenses and other liabilities (3,207 ) — — — — (3,207 ) Net cash provided by operating activities 33,415 — — — — 33,415 Cash Flows from Investing Activities Purchases of rental equipment (36,065 ) — — — — (36,065 ) Proceeds from sale of equipment 5,102 — — — — 5,102 Purchases of property and equipment (5,018 ) — — — — (5,018 ) Net cash used in investing activities (35,981 ) — — — — (35,981 ) Cash Flows from Financing Activities Repayments under revolving credit facility (29,400 ) — — — — (29,400 ) Borrowings under revolving credit facility 43,900 — — — — 43,900 Debt issue costs (1,418 ) — — — — (1,418 ) Common stock repurchases — — — (5,276 ) — (5,276 ) Common unit sales/repurchases (5,276 ) — — 5,276 — — Second Lien Loan prepayment (3,349 ) — — — — (3,349 ) Intercompany 2 — — (2 ) — — Net cash provided by (used in) financing activities 4,459 — — (2 ) — 4,457 Net increase (decrease) in cash and cash equivalents 1,893 — — (2 ) — 1,891 Cash and cash equivalents, beginning of period 287 — — 2 — 289 Cash and cash equivalents, end of period $ 2,180 $ — $ — $ — $ — $ 2,180 |
BUSINESS AND ORGANIZATION - Add
BUSINESS AND ORGANIZATION - Additional Information (Details) - $ / shares | Nov. 26, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Neff Holdings LLC | |||
Class of Stock [Line Items] | |||
Ownership percentage by parent | 38.80% | 41.00% | |
IPO [Member] | Common Class A | |||
Class of Stock [Line Items] | |||
Stock issued during period (in shares) | 10,476,190 | ||
Price of stock for public offering (in dollars per share) | $ 15 |
BASIS OF PRESENTATION - Additio
BASIS OF PRESENTATION - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Accounting Policies [Abstract] | |
Number of operating segments corresponding to the number of regions in which entity operates | 5 |
Number of reportable segments | 1 |
NON-CONTROLLING INTEREST - Sche
NON-CONTROLLING INTEREST - Schedule of Ownership of Common Units (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 05, 2015 |
Noncontrolling Interest [Line Items] | |||
Aggregate Ownership of Noncontrolling Interest | 100.00% | 100.00% | |
Neff Holdings LLC | |||
Noncontrolling Interest [Line Items] | |||
Number of common units | 24,444,722 | 25,332,406 | |
Neff Holdings LLC | Non-controlling Interest | |||
Noncontrolling Interest [Line Items] | |||
Number of common units | 14,951,625 | 9,493,097 | |
Neff Holdings LLC | Neff Corporation | |||
Noncontrolling Interest [Line Items] | |||
Number of common units | 10,380,781 | 14,951,625 | |
Neff Holdings LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by non-controlling interest | 61.20% | 59.00% | |
Ownership percentage by parent | 38.80% | 41.00% |
NON-CONTROLLING INTEREST - Sc29
NON-CONTROLLING INTEREST - Schedule of Equity by Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ (71,176) | |
Net loss attributable to non-controlling interest | (269) | $ 2,399 |
Ending balance | $ (71,445) |
NON-CONTROLLING INTEREST - Addi
NON-CONTROLLING INTEREST - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||
Payable pursuant to tax receivable agreement | $ 29,547 | $ 29,133 | |
Adjustment to Tax Receivable Agreement | $ 414 | $ 521 | |
Neff Holdings LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by parent | 38.80% | 41.00% | |
Ownership percentage by non-controlling interest | 61.20% | 59.00% |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net (loss) income attributable to Neff Corporation | $ (151) | $ 929 |
Denominator for diluted net (loss) income per share of Class A common stock: | ||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 1,265 | |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 290 | |
Common Class A | ||
Denominator for diluted net (loss) income per share of Class A common stock: | ||
Weighted average shares of Class A common stock outstanding | 10,286 | 10,476 |
Add dilutive effect of the following (in shares) | ||
Weighted average shares of Class A common stock outstanding, diluted | 10,286 | 12,031 |
Net income attributable to Neff Corporation per share of Class A common stock, basic (in dollars per share) | $ (0.01) | $ 0.09 |
Net income attributable to Neff Corporation per share of Class A common stock, diluted (in dollars per share) | $ (0.01) | $ 0.08 |
Retained Earnings | ||
Numerator: | ||
Net (loss) income attributable to Neff Corporation | $ (151) | $ 929 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 24,841 | $ 24,841 | |
Accumulated Amortization | (9,793) | (9,527) | |
Net Book Value | 15,048 | $ 15,314 | |
Amortization of intangible assets | $ 268 | $ 321 | |
Customer Lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average Useful Life (in years) | 12 years | 12 years | |
Gross Carrying Amount | $ 13,987 | $ 13,987 | |
Accumulated Amortization | (9,793) | (9,527) | |
Net Book Value | 4,194 | 4,460 | |
Amortization of intangible assets | 300 | $ 300 | |
Trademarks and Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 10,854 | 10,854 | |
Net Book Value | $ 10,854 | $ 10,854 |
INTANGIBLE ASSETS - Accumulated
INTANGIBLE ASSETS - Accumulated Amortization and Expected Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated Amortization | $ 9,793 | $ 9,527 |
Estimated amortization expense for: | ||
Remainder of 2016 | 803 | |
2,016 | 877 | |
2,017 | 719 | |
2,018 | 589 | |
2,019 | 483 | |
2020 through 2022 | 723 | |
Total | $ 13,987 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 09, 2014 | Oct. 01, 2010 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 268,100 | $ 253,600 | ||
Long-term Debt | 741,789 | 730,566 | ||
Second lien loan, net of original issue discount | 473,689 | 476,966 | ||
Second Lien Loan | Second Lien Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 476,966 | |||
Second lien loan, net of original issue discount | 473,689 | |||
Original issue discount | $ 2,102 | |||
Debt instrument effective interest rate percentage | 7.25% | |||
London Interbank Offered Rate (LIBOR) | Second Lien Loan | Second Lien Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 6.25% | |||
Debt instrument, interest rate, floor of variable rate | 1.00% | |||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 268,100 | |||
Long-term Debt | $ 253,600 | |||
Line of credit facility, interest rate at period end | 2.50% | |||
Revolving Credit Facility | Prime Rate | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.50% | |||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% |
DEBT - Additional Information (
DEBT - Additional Information (Details) | Nov. 20, 2014USD ($) | Oct. 14, 2014USD ($) | Mar. 12, 2012USD ($) | Oct. 01, 2010USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Feb. 25, 2016USD ($) | Jun. 09, 2014USD ($) | Nov. 20, 2013USD ($) | Oct. 25, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||||
Outstanding letters of credit | $ 3,700,000 | $ 3,900,000 | ||||||||
Debt Instrument, Covenant, Total Leverage Ratio, Actual | 3.90 | |||||||||
Neff Holdings LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Distribution to members | $ 110,000,000 | |||||||||
Neff Rental LLC | Second Lien Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accumulated amortization of deferred finance costs | $ 900,000 | 1,100,000 | ||||||||
Second Lien Loan | Neff Rental LLC | Second Lien Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 575,000,000 | |||||||||
Original issue discount | 2,900,000 | |||||||||
Repayments of Debt | $ 96,000,000 | |||||||||
Debt Instrument, Covenant, Future Required Prepayment | 3,300,000 | |||||||||
Revolving Credit Facility | Neff Rental LLC and Neff LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, interest payments due for LIBOR interest | 3 months | |||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 475,000,000 | $ 425,000,000 | $ 375,000,000 | $ 225,000,000 | |||||
Line of credit facility, accordion feature, increase limit | $ 100,000,000 | $ 100,000,000 | $ 25,000,000 | |||||||
Line of credit facility, alternate maturity date, number of days prior to maturity of senior secured debt | 90 days | 90 days | ||||||||
Current availability | 202,700,000 | |||||||||
Accumulated amortization of deferred finance costs | $ 4,100,000 | $ 4,300,000 | ||||||||
Line of credit facility covenants, trigger, minimum availability | $ 47,500,000 | |||||||||
Total Leverage Ratio, Range One [Member] | Second Lien Loan | Neff Rental LLC | Second Lien Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Covenant, Total Leverage Ratio Requiring Prepayment, Upper Limit | 4 | |||||||||
Debt Instrument, Covenant, Total Leverage Ratio Requiring Prepayment, Lower Limit | 3 | |||||||||
Debt Instrument, Covenant, Required Prepayment, Percentage of Excess Cash Flow | 25.00% |
EQUITY-BASED COMPENSATION EQUIT
EQUITY-BASED COMPENSATION EQUITY-BASED COMPENSATION - Schedule of Stock Option Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2016shares | |
Stock options outstanding (in shares) | |
Beginning balance | 696 |
Granted | 0 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 696 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 72 |
Unvested | 624 |
Neff Holdings LLC | |
Stock options outstanding (in shares) | |
Beginning balance | 1,265 |
Granted | 0 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 1,265 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 1,265 |
Unvested | 0 |
Restricted Stock Units (RSUs) | |
Restricted stock outstanding (in shares) | |
Beginning balance | 243 |
Granted | 0 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 243 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 0 |
Unvested | 243 |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ | $ 768 | $ 352 |
Common stock, conversion ratio, common unit to Class A common stock | 1 | |
Neff Holdings LLC | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ | $ 800 | $ 400 |
Incentive Plan 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 1,500,000 | |
Number of additional shares available | shares | 500,000 |
DERIVIATIVE FINANCIAL INSTRUMEN
DERIVIATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Fixed Interest Rates (Details) | Apr. 08, 2019 | Apr. 09, 2018 | Apr. 10, 2017 | Apr. 08, 2016 | Apr. 08, 2015 |
Derivative [Line Items] | |||||
Derivative, fixed interest rate | 0.4726% | ||||
Scenario, Forecast | |||||
Derivative [Line Items] | |||||
Derivative, fixed interest rate | 2.143% | 1.961% | 1.681% | 1.157% |
DERIVATIVE FINANCIAL INSTRUME39
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss Recognized in Earnings(a) | $ (4,654) | $ (888) | |
Interest Rate Swap | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss Recognized in Earnings(a) | (4,654) | $ 888 | |
Fair Value of Derivative(b) | $ 1,880 | ||
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fair Value of Derivative(b) | $ 6,485 |
DERIVATIVE FINANCIAL INSTRUME40
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Mar. 24, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss Recognized in Earnings | $ 4,654,000 | $ 888,000 | ||
Unrealized gain (loss) on interest rate swap | (4,605,000) | (888,000) | ||
Interest Rate Swap | Not Designated as Hedging Instrument [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative liability, notional amount | $ 200,000,000 | |||
Loss Recognized in Earnings | 4,654,000 | (888,000) | ||
Unrealized gain (loss) on interest rate swap | (4,600,000) | $ 900,000 | ||
Gain (loss) on settlement payments for derivatives | $ (100,000) | |||
Fair value of derivative liability | $ 1,880,000 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) $ in Millions | Dec. 31, 2015USD ($) |
Uncertain Tax Positions [Abstract] | |
Unrecognized Tax Benefits | $ 0.4 |
Income Tax Examination, Penalties and Interest Accrued | $ 0.3 |
FAIR VALUE DISCLOSURES - (Detai
FAIR VALUE DISCLOSURES - (Details) - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Measurements, Recurring | Fair Value Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | |
Fair Value, Measurements, Recurring | Fair Value Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Not Designated as Hedging Instrument [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Derivative(b) | $ 1,880 | |
Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Derivative(b) | $ 6,485 |
SUPPLEMENTAL CONSOLIDATING ST43
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 2,180 | $ 289 | $ 222 | $ 207 |
Accounts receivable, net | 58,628 | 70,328 | ||
Inventories | 2,163 | 1,766 | ||
Rental equipment, net | 480,855 | 457,470 | ||
Property and equipment, net | 35,743 | 33,473 | ||
Prepaid expenses and other assets | 17,015 | 14,488 | ||
Goodwill | 60,644 | 60,599 | ||
Investment in Subsidiary | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 15,048 | 15,314 | ||
Total assets | 672,276 | 653,727 | ||
Liabilities | ||||
Accounts payable | 21,157 | 18,948 | ||
Accrued expenses and other liabilities | 41,428 | 31,412 | ||
Revolving credit facility | 268,100 | 253,600 | ||
Second lien loan, net of original issue discount | 473,689 | 476,966 | ||
Payable pursuant to tax receivable agreement | 29,547 | 29,133 | ||
Deferred tax liability, net | 7,728 | 9,458 | ||
Total liabilities | 841,649 | 819,517 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (115,212) | (112,058) | ||
Retained earnings | 17,039 | 17,190 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 0 | 0 | ||
Total stockholders' deficit | (97,928) | (94,614) | ||
Non-controlling interest | (71,445) | (71,176) | ||
Total stockholders' deficit and non-controlling interest | (169,373) | (165,790) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 672,276 | 653,727 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | (295,848) | (301,260) | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | (295,848) | (301,260) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (146,143) | (146,143) | ||
Retained earnings | 0 | 0 | ||
Members' deficit | 192,646 | 188,138 | ||
Accumulated surplus | (201,108) | (202,281) | ||
Total stockholders' deficit | (154,605) | (160,286) | ||
Non-controlling interest | (141,243) | (140,974) | ||
Total stockholders' deficit and non-controlling interest | (295,848) | (301,260) | ||
Total liabilities and stockholders' deficit and non-controlling interest | (295,848) | (301,260) | ||
Neff Rental LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 2,180 | 287 | 220 | 205 |
Accounts receivable, net | 58,628 | 70,328 | ||
Inventories | 2,163 | 1,766 | ||
Rental equipment, net | 480,855 | 457,470 | ||
Property and equipment, net | 35,743 | 33,473 | ||
Prepaid expenses and other assets | 17,015 | 14,488 | ||
Goodwill | 60,644 | 60,599 | ||
Investment in Subsidiary | 0 | 0 | ||
Intercompany | 6,488 | 6,490 | ||
Intangible assets, net | 15,048 | 15,314 | ||
Total assets | 678,764 | 660,215 | ||
Liabilities | ||||
Accounts payable | 21,157 | 18,948 | ||
Accrued expenses and other liabilities | 41,428 | 31,412 | ||
Revolving credit facility | 268,100 | 253,600 | ||
Second lien loan, net of original issue discount | 473,689 | 476,966 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 804,374 | 780,926 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | (192,646) | (188,138) | ||
Accumulated surplus | 67,036 | 67,427 | ||
Total stockholders' deficit | (125,610) | (120,711) | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | (125,610) | (120,711) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 678,764 | 660,215 | ||
Neff LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | 67,036 | 67,427 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 67,036 | 67,427 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 67,036 | 67,427 | ||
Total stockholders' deficit | 67,036 | 67,427 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | 67,036 | 67,427 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 67,036 | 67,427 | ||
Neff Holdings LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | 67,036 | 67,427 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 67,036 | 67,427 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 67,036 | 67,427 | ||
Total stockholders' deficit | 67,036 | 67,427 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | 67,036 | 67,427 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 67,036 | 67,427 | ||
Neff Corporation | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 2 | $ 2 | $ 2 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Rental equipment, net | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in Subsidiary | 161,776 | 166,406 | ||
Intercompany | (6,488) | (6,490) | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 155,288 | 159,918 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Second lien loan, net of original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 29,547 | 29,133 | ||
Deferred tax liability, net | 7,728 | 9,458 | ||
Total liabilities | 37,275 | 38,591 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 30,931 | 34,085 | ||
Retained earnings | 17,039 | 17,190 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 0 | 0 | ||
Total stockholders' deficit | 48,215 | 51,529 | ||
Non-controlling interest | 69,798 | 69,798 | ||
Total stockholders' deficit and non-controlling interest | 118,013 | 121,327 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 155,288 | 159,918 | ||
Common Class A | ||||
Stockholders' deficit | ||||
Common stock | 95 | 104 | ||
Common Class A | Eliminations | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff Rental LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff Holdings LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class A | Neff Corporation | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 95 | 104 | ||
Common Class B | ||||
Stockholders' deficit | ||||
Common stock | 150 | 150 | ||
Common Class B | Eliminations | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class B | Neff Rental LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class B | Neff LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class B | Neff Holdings LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Common Class B | Neff Corporation | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 |
SUPPLEMENTAL CONSOLIDATING ST44
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental revenues | $ 81,177 | $ 74,141 |
Equipment sales | 5,102 | 6,787 |
Parts and service | 3,305 | 3,158 |
Total revenues | 89,584 | 84,086 |
Cost of revenues | ||
Cost of equipment sold | 3,111 | 4,332 |
Depreciation of rental equipment | 22,165 | 19,514 |
Cost of rental revenues | 19,933 | 17,859 |
Cost of parts and service | 1,805 | 1,763 |
Total cost of revenues | 47,014 | 43,468 |
Gross profit | 42,570 | 40,618 |
Other operating expenses | ||
Selling, general and administrative expenses | 24,522 | 22,290 |
Other depreciation and amortization | 2,741 | 2,461 |
Total other operating expenses | 27,263 | 24,751 |
Income from operations | 15,307 | 15,867 |
Other expenses | ||
Interest expense | 10,649 | 10,514 |
Adjustment to Tax Receivable Agreement | 414 | 521 |
Loss on interest rate swap | 4,654 | 888 |
Amortization of debt issue costs | 395 | 371 |
Total other expenses | 16,112 | 12,294 |
(Loss) income before income taxes | (805) | 3,573 |
Equity earnings in subsidiaries | 0 | 0 |
Benefit from (provision for) income taxes | 385 | (245) |
Net (loss) income | (420) | 3,328 |
Less: net (loss) income attributable to non-controlling interest | (269) | 2,399 |
Net (loss) income attributable to Neff Corporation | (151) | 929 |
Eliminations | ||
Revenues | ||
Rental revenues | 0 | 0 |
Equipment sales | 0 | 0 |
Parts and service | 0 | 0 |
Total revenues | 0 | 0 |
Cost of revenues | ||
Cost of equipment sold | 0 | 0 |
Depreciation of rental equipment | 0 | 0 |
Cost of rental revenues | 0 | 0 |
Cost of parts and service | 0 | 0 |
Total cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Other operating expenses | ||
Selling, general and administrative expenses | 0 | 0 |
Other depreciation and amortization | 0 | 0 |
Total other operating expenses | 0 | 0 |
Income from operations | 0 | 0 |
Other expenses | ||
Interest expense | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Loss on interest rate swap | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Total other expenses | 0 | 0 |
(Loss) income before income taxes | 0 | 0 |
Equity earnings in subsidiaries | 904 | (9,841) |
Benefit from (provision for) income taxes | 0 | 0 |
Net (loss) income | 904 | (9,841) |
Less: net (loss) income attributable to non-controlling interest | 0 | (8,160) |
Net (loss) income attributable to Neff Corporation | 904 | (1,681) |
Neff Rental LLC | Reportable Legal Entities | ||
Revenues | ||
Rental revenues | 81,177 | 74,141 |
Equipment sales | 5,102 | 6,787 |
Parts and service | 3,305 | 3,158 |
Total revenues | 89,584 | 84,086 |
Cost of revenues | ||
Cost of equipment sold | 3,111 | 4,332 |
Depreciation of rental equipment | 22,165 | 19,514 |
Cost of rental revenues | 19,933 | 17,859 |
Cost of parts and service | 1,805 | 1,763 |
Total cost of revenues | 47,014 | 43,468 |
Gross profit | 42,570 | 40,618 |
Other operating expenses | ||
Selling, general and administrative expenses | 24,522 | 22,290 |
Other depreciation and amortization | 2,741 | 2,461 |
Total other operating expenses | 27,263 | 24,751 |
Income from operations | 15,307 | 15,867 |
Other expenses | ||
Interest expense | 10,649 | 10,514 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Loss on interest rate swap | 4,654 | 888 |
Amortization of debt issue costs | 395 | 371 |
Total other expenses | 15,698 | 11,773 |
(Loss) income before income taxes | (391) | 4,094 |
Equity earnings in subsidiaries | 0 | 0 |
Benefit from (provision for) income taxes | 0 | (14) |
Net (loss) income | (391) | 4,080 |
Less: net (loss) income attributable to non-controlling interest | 0 | 4,080 |
Net (loss) income attributable to Neff Corporation | (391) | 0 |
Neff LLC | Reportable Legal Entities | ||
Revenues | ||
Rental revenues | 0 | 0 |
Equipment sales | 0 | 0 |
Parts and service | 0 | 0 |
Total revenues | 0 | 0 |
Cost of revenues | ||
Cost of equipment sold | 0 | 0 |
Depreciation of rental equipment | 0 | 0 |
Cost of rental revenues | 0 | 0 |
Cost of parts and service | 0 | 0 |
Total cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Other operating expenses | ||
Selling, general and administrative expenses | 0 | 0 |
Other depreciation and amortization | 0 | 0 |
Total other operating expenses | 0 | 0 |
Income from operations | 0 | 0 |
Other expenses | ||
Interest expense | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Loss on interest rate swap | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Total other expenses | 0 | 0 |
(Loss) income before income taxes | 0 | 0 |
Equity earnings in subsidiaries | (391) | 4,080 |
Benefit from (provision for) income taxes | 0 | 0 |
Net (loss) income | (391) | 4,080 |
Less: net (loss) income attributable to non-controlling interest | 0 | 4,080 |
Net (loss) income attributable to Neff Corporation | (391) | 0 |
Neff Holdings LLC | Reportable Legal Entities | ||
Revenues | ||
Rental revenues | 0 | 0 |
Equipment sales | 0 | 0 |
Parts and service | 0 | 0 |
Total revenues | 0 | 0 |
Cost of revenues | ||
Cost of equipment sold | 0 | 0 |
Depreciation of rental equipment | 0 | 0 |
Cost of rental revenues | 0 | 0 |
Cost of parts and service | 0 | 0 |
Total cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Other operating expenses | ||
Selling, general and administrative expenses | 0 | 0 |
Other depreciation and amortization | 0 | 0 |
Total other operating expenses | 0 | 0 |
Income from operations | 0 | 0 |
Other expenses | ||
Interest expense | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Loss on interest rate swap | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Total other expenses | 0 | 0 |
(Loss) income before income taxes | 0 | 0 |
Equity earnings in subsidiaries | (391) | 4,080 |
Benefit from (provision for) income taxes | 0 | 0 |
Net (loss) income | (391) | 4,080 |
Less: net (loss) income attributable to non-controlling interest | (269) | 2,399 |
Net (loss) income attributable to Neff Corporation | (122) | 1,681 |
Neff Corporation | Reportable Legal Entities | ||
Revenues | ||
Rental revenues | 0 | 0 |
Equipment sales | 0 | 0 |
Parts and service | 0 | 0 |
Total revenues | 0 | 0 |
Cost of revenues | ||
Cost of equipment sold | 0 | 0 |
Depreciation of rental equipment | 0 | 0 |
Cost of rental revenues | 0 | 0 |
Cost of parts and service | 0 | 0 |
Total cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Other operating expenses | ||
Selling, general and administrative expenses | 0 | 0 |
Other depreciation and amortization | 0 | 0 |
Total other operating expenses | 0 | 0 |
Income from operations | 0 | 0 |
Other expenses | ||
Interest expense | 0 | 0 |
Adjustment to Tax Receivable Agreement | 414 | 521 |
Loss on interest rate swap | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Total other expenses | 414 | 521 |
(Loss) income before income taxes | (414) | (521) |
Equity earnings in subsidiaries | (122) | 1,681 |
Benefit from (provision for) income taxes | 385 | (231) |
Net (loss) income | (151) | 929 |
Less: net (loss) income attributable to non-controlling interest | 0 | 0 |
Net (loss) income attributable to Neff Corporation | $ (151) | $ 929 |
SUPPLEMENTAL CONSOLIDATING ST45
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net (loss) income | $ (420) | $ 3,328 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 24,638 | 21,654 |
Amortization of debt issue costs | 395 | 371 |
Amortization of intangible assets | 268 | 321 |
Amortization of original issue discount | 72 | 59 |
Gain on sale of equipment | (1,991) | (2,455) |
Provision for bad debt | 596 | 664 |
Equity-based compensation | 768 | 352 |
Deferred income taxes | (385) | 180 |
Adjustment to Tax Receivable Agreement | 414 | 521 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 4,605 | 888 |
Equity earnings in subsidiaries | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,104 | 13,000 |
Inventories, prepaid expenses and other assets | (1,948) | (2,895) |
Accounts payable | (1,494) | 1,394 |
Accrued expenses and other liabilities | (3,207) | (3,438) |
Net cash provided by operating activities | 33,415 | 33,944 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | (36,065) | (45,888) |
Proceeds from sale of equipment | 5,102 | 6,787 |
Purchases of property and equipment | (5,018) | (3,345) |
Net cash used in investing activities | (35,981) | (42,446) |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | (29,400) | (35,611) |
Borrowings under revolving credit facility | 43,900 | 44,411 |
Payment of costs directly associated with the issuance of Class A common stock | 0 | (283) |
Payments of Debt Issuance Costs | (1,418) | 0 |
Payments for Repurchase of Other Equity | 0 | |
Payments for Repurchase of Common Stock | (5,276) | 0 |
Repayments of Subordinated Debt | (3,349) | 0 |
Intercompany | 0 | 0 |
Net cash provided by financing activities | 4,457 | 8,517 |
Net increase in cash and cash equivalents | 1,891 | 15 |
Cash and cash equivalents, beginning of period | 289 | 207 |
Cash and cash equivalents, end of period | 2,180 | 222 |
Eliminations | ||
Cash Flows from Operating Activities | ||
Net (loss) income | 904 | (9,841) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
Amortization of original issue discount | 0 | 0 |
Gain on sale of equipment | 0 | 0 |
Provision for bad debt | 0 | 0 |
Equity-based compensation | 0 | 0 |
Deferred income taxes | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 0 | 0 |
Equity earnings in subsidiaries | (904) | 9,841 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Inventories, prepaid expenses and other assets | 0 | 0 |
Accounts payable | 0 | 0 |
Accrued expenses and other liabilities | 0 | 0 |
Net cash provided by operating activities | 0 | 0 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | 0 | 0 |
Proceeds from sale of equipment | 0 | 0 |
Purchases of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Payment of costs directly associated with the issuance of Class A common stock | 0 | |
Payments of Debt Issuance Costs | 0 | |
Payments for Repurchase of Other Equity | 0 | |
Payments for Repurchase of Common Stock | 0 | |
Repayments of Subordinated Debt | 0 | |
Intercompany | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Neff Rental LLC | Reportable Legal Entities | ||
Cash Flows from Operating Activities | ||
Net (loss) income | (391) | 4,080 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 24,638 | 21,654 |
Amortization of debt issue costs | 395 | 371 |
Amortization of intangible assets | 268 | 321 |
Amortization of original issue discount | 72 | 59 |
Gain on sale of equipment | (1,991) | (2,455) |
Provision for bad debt | 596 | 664 |
Equity-based compensation | 768 | 352 |
Deferred income taxes | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 4,605 | 888 |
Equity earnings in subsidiaries | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,104 | 13,000 |
Inventories, prepaid expenses and other assets | (1,948) | (2,895) |
Accounts payable | (1,494) | 1,394 |
Accrued expenses and other liabilities | (3,207) | (3,488) |
Net cash provided by operating activities | 33,415 | 33,945 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | (36,065) | (45,888) |
Proceeds from sale of equipment | 5,102 | 6,787 |
Purchases of property and equipment | (5,018) | (3,345) |
Net cash used in investing activities | (35,981) | (42,446) |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | (29,400) | (35,611) |
Borrowings under revolving credit facility | 43,900 | 44,411 |
Payment of costs directly associated with the issuance of Class A common stock | 0 | |
Payments of Debt Issuance Costs | (1,418) | |
Payments for Repurchase of Other Equity | (5,276) | |
Payments for Repurchase of Common Stock | 0 | |
Repayments of Subordinated Debt | (3,349) | |
Intercompany | 2 | (284) |
Net cash provided by financing activities | 4,459 | 8,516 |
Net increase in cash and cash equivalents | 1,893 | 15 |
Cash and cash equivalents, beginning of period | 287 | 205 |
Cash and cash equivalents, end of period | 2,180 | 220 |
Neff LLC | Reportable Legal Entities | ||
Cash Flows from Operating Activities | ||
Net (loss) income | (391) | 4,080 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
Amortization of original issue discount | 0 | 0 |
Gain on sale of equipment | 0 | 0 |
Provision for bad debt | 0 | 0 |
Equity-based compensation | 0 | 0 |
Deferred income taxes | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 0 | 0 |
Equity earnings in subsidiaries | 391 | (4,080) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Inventories, prepaid expenses and other assets | 0 | 0 |
Accounts payable | 0 | 0 |
Accrued expenses and other liabilities | 0 | 0 |
Net cash provided by operating activities | 0 | 0 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | 0 | 0 |
Proceeds from sale of equipment | 0 | 0 |
Purchases of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Payment of costs directly associated with the issuance of Class A common stock | 0 | |
Payments of Debt Issuance Costs | 0 | |
Payments for Repurchase of Other Equity | 0 | |
Payments for Repurchase of Common Stock | 0 | |
Repayments of Subordinated Debt | 0 | |
Intercompany | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Neff Holdings LLC | Reportable Legal Entities | ||
Cash Flows from Operating Activities | ||
Net (loss) income | (391) | 4,080 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
Amortization of original issue discount | 0 | 0 |
Gain on sale of equipment | 0 | 0 |
Provision for bad debt | 0 | 0 |
Equity-based compensation | 0 | 0 |
Deferred income taxes | 0 | 0 |
Adjustment to Tax Receivable Agreement | 0 | 0 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 0 | 0 |
Equity earnings in subsidiaries | 391 | (4,080) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Inventories, prepaid expenses and other assets | 0 | 0 |
Accounts payable | 0 | 0 |
Accrued expenses and other liabilities | 0 | 0 |
Net cash provided by operating activities | 0 | 0 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | 0 | 0 |
Proceeds from sale of equipment | 0 | 0 |
Purchases of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Payment of costs directly associated with the issuance of Class A common stock | 0 | |
Payments of Debt Issuance Costs | 0 | |
Payments for Repurchase of Other Equity | 0 | |
Payments for Repurchase of Common Stock | 0 | |
Repayments of Subordinated Debt | 0 | |
Intercompany | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Neff Corporation | Reportable Legal Entities | ||
Cash Flows from Operating Activities | ||
Net (loss) income | (151) | 929 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of debt issue costs | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
Amortization of original issue discount | 0 | 0 |
Gain on sale of equipment | 0 | 0 |
Provision for bad debt | 0 | 0 |
Equity-based compensation | 0 | 0 |
Deferred income taxes | (385) | 180 |
Adjustment to Tax Receivable Agreement | 414 | 521 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 0 | 0 |
Equity earnings in subsidiaries | 122 | (1,681) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Inventories, prepaid expenses and other assets | 0 | 0 |
Accounts payable | 0 | 0 |
Accrued expenses and other liabilities | 0 | 50 |
Net cash provided by operating activities | 0 | (1) |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | 0 | 0 |
Proceeds from sale of equipment | 0 | 0 |
Purchases of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Payment of costs directly associated with the issuance of Class A common stock | (283) | |
Payments of Debt Issuance Costs | 0 | |
Payments for Repurchase of Other Equity | 5,276 | |
Payments for Repurchase of Common Stock | (5,276) | |
Repayments of Subordinated Debt | 0 | |
Intercompany | (2) | 284 |
Net cash provided by financing activities | (2) | 1 |
Net increase in cash and cash equivalents | (2) | 0 |
Cash and cash equivalents, beginning of period | 2 | 2 |
Cash and cash equivalents, end of period | $ 0 | $ 2 |