Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
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 | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 8,892,798 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 14,951,625 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||||
Cash and cash equivalents | $ 805 | $ 900 | $ 263 | $ 289 |
Accounts receivable, net of allowance for doubtful accounts of $2,170 in 2017 and $2,481 in 2016 | 63,452 | 64,943 | ||
Inventories | 2,252 | 1,867 | ||
Rental equipment, net | 478,249 | 462,084 | ||
Property and equipment, net | 38,631 | 35,534 | ||
Prepaid expenses and other assets | 9,096 | 8,203 | ||
Goodwill | 60,644 | 60,644 | ||
Intangible assets, net | 13,807 | 14,246 | ||
Total assets | 666,936 | 648,421 | ||
Liabilities | ||||
Accounts payable | 22,733 | 15,851 | ||
Accrued expenses and other liabilities | 34,834 | 35,074 | ||
Revolving credit facility, net of debt issue costs | 222,645 | 222,531 | ||
Second lien loan, net of debt issue costs and original issue discount | 457,626 | 468,860 | ||
Payable pursuant to tax receivable agreement | 29,621 | 29,505 | ||
Deferred tax liability, net | 11,488 | 8,325 | ||
Total liabilities | 778,947 | 780,146 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (100,801) | (102,216) | ||
Retained earnings | 26,380 | 22,770 | ||
Total stockholders' deficit | (74,182) | (79,208) | ||
Non-controlling interest | (37,829) | (52,517) | ||
Total stockholders' deficit and non-controlling interest | (112,011) | (131,725) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 666,936 | 648,421 | ||
Class A Common Stock | ||||
Stockholders' deficit | ||||
Common stock | 89 | 88 | ||
Class B Common Stock | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance for doubtful accounts | $ 2,170 | $ 2,481 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 8,892,798 | 8,859,662 |
Common stock, shares outstanding (in shares) | 8,892,798 | 8,859,662 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 14,951,625 | 14,951,625 |
Common stock, shares outstanding (in shares) | 14,951,625 | 14,951,625 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Rental revenues | $ 94,379 | $ 91,474 | $ 179,877 | $ 172,651 |
Equipment sales | 6,306 | 4,941 | 13,501 | 10,043 |
Parts and service | 3,440 | 3,245 | 6,624 | 6,550 |
Total revenues | 104,125 | 99,660 | 200,002 | 189,244 |
Cost of revenues | ||||
Cost of equipment sold | 3,993 | 2,963 | 8,946 | 6,074 |
Depreciation of rental equipment | 22,795 | 22,761 | 44,945 | 44,926 |
Cost of rental revenues | 22,815 | 21,675 | 45,078 | 41,608 |
Cost of parts and service | 2,016 | 1,799 | 3,813 | 3,604 |
Total cost of revenues | 51,619 | 49,198 | 102,782 | 96,212 |
Gross profit | 52,506 | 50,462 | 97,220 | 93,032 |
Other operating expenses | ||||
Selling, general and administrative expenses | 24,052 | 23,387 | 48,594 | 47,909 |
Other depreciation and amortization | 2,286 | 2,594 | 4,457 | 5,335 |
Total other operating expenses | 26,338 | 25,981 | 53,051 | 53,244 |
Income from operations | 26,168 | 24,481 | 44,169 | 39,788 |
Other expenses | ||||
Interest expense | 11,000 | 10,846 | 22,173 | 21,890 |
Adjustment to tax receivable agreement | 61 | 262 | 116 | 676 |
Loss on interest rate swap | 587 | 1,828 | 212 | 6,482 |
Total other expenses | 11,648 | 12,936 | 22,501 | 29,048 |
Income before income taxes | 14,520 | 11,545 | 21,668 | 10,740 |
Provision for income taxes | (2,184) | (1,606) | (3,095) | (1,222) |
Net income | 12,336 | 9,939 | 18,573 | 9,518 |
Less: net income attributable to non-controlling interest | 9,086 | 7,319 | 13,597 | 7,050 |
Net income attributable to Neff Corporation | $ 3,250 | $ 2,620 | $ 4,976 | $ 2,468 |
Class A Common Stock | ||||
Net income attributable to Neff Corporation per share of Class A common stock (in dollars per share) | ||||
Basic (in dollars per share) | $ 0.37 | $ 0.29 | $ 0.56 | $ 0.25 |
Diluted (in dollars per share) | $ 0.34 | $ 0.28 | $ 0.52 | $ 0.25 |
Weighted average shares of Class A common stock outstanding (in shares) | ||||
Basic (in shares) | 8,878 | 9,158 | 8,869 | 9,755 |
Diluted (in shares) | 9,542 | 9,481 | 9,497 | 9,916 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND NON-CONTROLLING INTEREST - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Neff CorporationCommon StockClass A Common Stock | Neff CorporationCommon StockClass B Common Stock | Neff CorporationAdditional Paid-in Capital | Neff CorporationRetained Earnings | Neff CorporationNon-controlling interest |
Beginning balance at Dec. 31, 2016 | $ (131,725) | $ 88 | $ 150 | $ (102,216) | $ 22,770 | $ (52,517) | ||
Beginning balance (in shares) at Dec. 31, 2016 | 8,859,662 | 14,951,625 | 8,860,000 | 14,952,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | 1,399 | 1,399 | ||||||
Option exercises | (35) | 16 | (52) | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (44) | (44) | ||||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Common Unit Repurchase | (179) | (179) | ||||||
Reallocation based on ending non-controlling interest percentage | 0 | (1,135) | 1,135 | |||||
Net income | 18,573 | 4,976 | 13,597 | |||||
Ending balance at Jun. 30, 2017 | $ (112,011) | $ 89 | $ 150 | $ (100,801) | $ 26,380 | $ (37,829) | ||
Ending balance (in shares) at Jun. 30, 2017 | 8,892,798 | 14,951,625 | 8,893,000 | 14,952,000 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net income | $ 18,573 | $ 9,518 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 48,963 | 49,726 |
Amortization of debt issue costs | 834 | 765 |
Amortization of intangible assets | 439 | 535 |
Amortization of original issue discount | 176 | 147 |
Gain on sale of equipment | (4,555) | (3,969) |
Provision for bad debt | 429 | 862 |
Equity-based compensation | 1,399 | 1,098 |
Deferred income taxes | 2,984 | 1,222 |
Adjustment to tax receivable agreement | 116 | 676 |
Unrealized (gain) loss on interest rate swap | (286) | 6,183 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,062 | 7,472 |
Inventories, prepaid expenses and other assets | (1,278) | (1,267) |
Accounts payable | 931 | (324) |
Accrued expenses and other liabilities | (1,537) | 882 |
Net cash provided by operating activities | 68,250 | 73,526 |
Cash Flows from Investing Activities | ||
Purchases of rental equipment | (62,496) | (76,557) |
Proceeds from sale of equipment | 13,501 | 10,043 |
Purchases of property and equipment | (7,141) | (8,648) |
Net cash used in investing activities | (56,136) | (75,162) |
Cash Flows from Financing Activities | ||
Repayments under revolving credit facility | (69,894) | (66,400) |
Borrowings under revolving credit facility | 69,594 | 82,500 |
Debt issue costs | 0 | (1,570) |
Common stock repurchases | 0 | (9,433) |
Proceeds from option exercises | 17 | 0 |
Payments Related to Tax Withholding for Share-based Compensation | (52) | 0 |
Distributions to member | (44) | (138) |
Second Lien Loan prepayment | (11,830) | (3,349) |
Net cash (used in) provided by financing activities | (12,209) | 1,610 |
Net decrease in cash and cash equivalents | (95) | (26) |
Cash and cash equivalents, beginning of period | 900 | 289 |
Cash and cash equivalents, end of period | 805 | 263 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid for interest | 21,128 | 21,464 |
Cash paid for interest rate swap settlements | 495 | 299 |
Non-Cash Investing Activities | ||
Purchases of rental equipment included in accounts payable and other accrued liabilities at period end | $ 21,069 | $ 24,368 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Neff Corporation (the "Company") 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016 , the results of its operations for the three and six months ended June 30, 2017 and 2016 , the cash flows for the six months ended June 30, 2017 and 2016 and stockholders' deficit and non-controlling interest for the six months ended June 30, 2017 . 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 2016 10-K. 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 ("Tax Receivable Agreement") (Note 3). 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 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. NOTE 2—BASIS OF PRESENTATION (Continued) 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 six months ended June 30, 2017 . In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenues for Contracts with Customers (Topic 606), ("ASU 2014-09") which provides guidance on recognizing revenue. The guidance includes steps an entity should apply to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has agreed to a one-year deferral of the original effective date of this guidance and as a result it will be effective for private companies for annual periods beginning after December 15, 2018 and interim periods beginning after December 15, 2019. The FASB's update allows entities to apply the new guidance as of the original effective date. The Company expects to adopt this guidance when effective for private companies and is currently evaluating the impact on the Company's financial statements and disclosures. In February 2016, the FASB issued 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 on the Company's financial statements and disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of Emerging Issues Task Force) , ("ASU 2016-15") to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other topics. This guidance is effective for private companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019 and requires application on a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company expects to adopt this guidance when it becomes effective for private companies and does not expect this guidance to have a significant impact on the Company's financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , ("ASU 2017-04") which removes the step 2 requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. As ASU 2017-04 will become effective after the expiration of the exemption period under the JOBS Act, the Company expects to adopt this guidance when it becomes effective for public companies. The Company does not expect this guidance to have a significant impact on the Company's financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, ("ASU 2015-03") which provides guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction NOTE 2—BASIS OF PRESENTATION (Continued) from the carrying amount of that debt liability and amortization of debt issuance costs will be reported as interest expense. This guidance became effective for the Company as of the year ended December 31, 2016 and requires application on a retrospective basis. As a result of adopting this guidance, interest expense for the three and six months ended June 30, 2016 changed as shown below (in thousands): For the Three Months Ended June 30, 2016 For the Six Months Ended June 30, 2016 Interest expense as previously reported $ 10,476 $ 21,125 Reclassification of amortization of debt issue costs 370 765 Current presentation of interest expense $ 10,846 $ 21,890 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2017 | |
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 37.3% 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 62.7% 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 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 income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of June 30, 2017 14,951,625 8,892,798 23,844,423 62.7 % 37.3 % 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, 2016 14,951,625 8,859,662 23,811,287 62.8 % 37.2 % 100.0 % The following table summarizes the activity in non-controlling interest from December 31, 2016 to June 30, 2017 (in thousands): Balance of non-controlling interest as of December 31, 2016 $ (52,517 ) Net income attributable to non-controlling interest 13,597 Distributions to member (44 ) Reallocation based on ending non-controlling interest percentage 1,135 Balance of non-controlling interest as of June 30, 2017 $ (37,829 ) 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. NOTE 3—NON-CONTROLLING INTEREST (Continued) Payable Pursuant to the Tax Receivable Agreement As of June 30, 2017 , the Company recorded a liability of $29.6 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 June 30, 2017 increased by $0.1 million from December 31, 2016 , 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. 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. The obligations do not impact the balance of the 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. No amounts were paid pursuant to the terms of the Tax Receivable Agreement during the six months ended June 30, 2017 . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net 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 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 June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income attributable to Neff Corporation $ 3,250 $ 2,620 $ 4,976 $ 2,468 Denominator for net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 8,878 9,158 8,869 9,755 Denominator for diluted net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding, diluted 9,542 9,481 9,497 9,916 Earnings per share of Class A common stock: Net income attributable to Neff Corporation per share of Class A common stock, basic $ 0.37 $ 0.29 $ 0.56 $ 0.25 Net income attributable to Neff Corporation per share of Class A common stock, diluted $ 0.34 $ 0.28 $ 0.52 $ 0.25 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 income per share of Class B common stock have not been presented. NOTE 4 - EARNINGS PER SHARE (Continued) In November 2015, the Company's board of directors authorized a share repurchase program pursuant to which the Company may purchase shares of its Class A common stock. Under the share repurchase program, the Company may acquire up to $25 million of shares of Class A common stock in open market and privately negotiated purchases from time to time, dependent on market conditions. During the six months ended June 30, 2017 , the Company did no t repurchase any shares of Class A common stock. At June 30, 2017 , there were approximately $13.2 million in remaining funds authorized under this program. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The carrying amount and accumulated amortization of intangible assets as of June 30, 2017 and December 31, 2016 , consisted of the following (in thousands, except as noted): June 30, 2017 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (11,034 ) 2,953 Total intangible assets $ 24,841 $ (11,034 ) $ 13,807 December 31, 2016 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (10,595 ) 3,392 Total intangible assets $ 24,841 $ (10,595 ) $ 14,246 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 June 30, 2017 $ 11,034 Estimated amortization expense for: Remainder of 2017 438 2018 719 2019 589 2020 483 2021 396 2022 328 Total $ 13,987 Amortization expense related to the customer list was $0.2 million and $0.3 million for the three months ended June 30, 2017 and 2016 , respectively. Amortization expense related to the customer list was $0.4 million and $0.5 million for the six months ended June 30, 2017 and 2016 , respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following as of June 30, 2017 and December 31, 2016 (in thousands, except percent data): June 30, 2017 December 31, 2016 Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.0% to LIBOR plus up to 2.0%, net of unamortized debt issue costs of $3,455 in 2017 and $3,869 in 2016 (2.8% at June 30, 2017) $ 222,645 $ 222,531 Second Lien Loan with interest of LIBOR plus 6.25%, with 1.0% LIBOR floor, net of unamortized debt issue costs of $4,645 in 2017 and $5,065 in 2016 and unamortized discount of $1,550 in 2017 and $1,726 in 2016 (7.66% at June 30, 2017) 457,626 468,860 Total indebtedness $ 680,271 $ 691,391 As of June 30, 2017 , Neff Rental LLC and Neff LLC (subsidiaries of Neff Holdings) had an outstanding balance of $226.1 million under the senior secured revolving credit facility (the "Revolving Credit Facility"). Neff Rental LLC had $463.8 million of the second lien term loans (the "Second Lien Loan") outstanding as of June 30, 2017 . The Revolving Credit Facility and the Second Lien Loan credit agreements 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 Loan credit agreements as of June 30, 2017 . As of December 31, 2016, our total leverage ratio was 3.60 to 1.00. 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, the Company must make a mandatory prepayment equal to 25% of its excess cash flow. In March 2017, a mandatory prepayment of $11.8 million was made for the year ended December 31, 2016. The Company will determine whether any mandatory prepayments need to be made for the fiscal year ending December 31, 2017, after year end. The Company had $3.9 million in outstanding letters of credit at June 30, 2017 and December 31, 2016 that were primarily associated with its insurance coverage. As of June 30, 2017 , total availability under the Revolving Credit Facility was $244.8 million . |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and 2016 , the Company recognized equity-based compensation expense of $0.6 million and $0.3 million , respectively. For the six months ended June 30, 2017 and 2016 , the Company recognized equity-based compensation expense of $1.4 million and $1.1 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 six months ended June 30, 2017 (in thousands): NOTE 7—EQUITY—BASED COMPENSATION (Continued) Neff Corporation Neff Holdings RSUs Options Options Balance as of January 1, 2017 289 827 758 Granted — — — Exercised (24 ) (28 ) — Forfeited — — — Balance as of June 30, 2017 265 799 758 Vested — 246 758 Unvested 265 553 — Total 265 799 758 At June 30, 2017 , there were 0.3 million additional shares of Class A common stock available for the Company to grant under the 2014 Incentive Plan. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2017 | |
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. The fixed rate follows the schedule below: 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 June 30, 2017 , the Company recognized a loss on the Interest Rate Swap of $0.6 million which consisted of $0.3 million of unrealized losses related to the change in fair value of the Interest Rate Swap and a $0.3 million realized loss for the settlement payments made. For the three months ended June 30, 2016 , the Company recognized a loss on the Interest Rate Swap of $1.8 million which consisted of $1.6 million of unrealized losses related to the change in fair value of the Interest Rate Swap and a $0.2 million realized loss for the settlement payments made. For the six months ended June 30, 2017 , the Company recognized a loss on the Interest Rate Swap of $0.2 million which consisted of $0.3 million of unrealized gains related to the change in fair value of the Interest Rate Swap and a $0.5 million related loss for the settlement payments made. For the six months ended June 30, 2016 , the Company recognized a loss on the Interest Rate Swap of $6.5 million which consisted of $6.2 million of unrealized losses related to the change in fair value of the Interest Rate Swap and a $0.3 million realized loss for the settlement payments made. NOTE 8—DERIVATIVE FINANCIAL INSTRUMENTS (Continued) The following tables provide details regarding the Company's derivative financial instruments (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Loss Recognized in Earnings (a) Loss Recognized in Earnings (a) Loss Recognized in Earnings (a) Loss Recognized in Earnings(a) Interest Rate Swap $ 587 $ 1,828 $ 212 $ 6,482 June 30, 2017 December 31, 2016 Fair Value of Derivative Liability(b) Fair Value of Derivative Liability(b) Interest Rate Swap (Note 9) $ 1,913 $ 2,199 (a) Classified in Other expenses — Loss on interest rate swap (b) Classified in Liabilities — Accrued expenses and other liabilities |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
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. NOTE 10—INCOME TAXES (Continued) The Company's estimated annual effective tax rate for the year ended December 31, 2017 is expected to be 14.7% before discrete items. The Company's consolidated effective tax rate for the six months ended June 30, 2017 , inclusive of discrete items is 14.0% . The 0.7% difference in these rates is primarily attributable to a benefit related to the special allocation of gain, to Wayzata, resulting from the sale of equipment that had a built in gain at the date of the IPO, in accordance with Section 704(c) of the Internal Revenue Code (Note 3). |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016 , 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 The following table provides fair value measurement information of the Company's financial liability measured on a recurring basis as of June 30, 2017 (in thousands): Fair Value Measurements Using: Quoted Prices in Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Interest Rate Swap Liability $ — $ 1,913 $ — There were no transfers into or out of Level 1, 2 or 3 during the six months ended June 30, 2017 and 2016 . |
SUPPLEMENTAL CONSOLIDATING STAT
SUPPLEMENTAL CONSOLIDATING STATEMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL CONSOLIDATING STATEMENTS | NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET JUNE 30, 2017 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 805 $ — $ — $ — $ — $ 805 Accounts receivable, net 63,452 — — — — 63,452 Inventories 2,252 — — — — 2,252 Rental equipment, net 478,249 — — — — 478,249 Property and equipment, net 38,631 — — — — 38,631 Prepaid expenses and other assets 9,096 — — — — 9,096 Goodwill 60,644 — — — — 60,644 Investment in subsidiary — 135,475 135,475 188,923 (459,873 ) — Intercompany 10,625 — — (10,625 ) — — Intangible assets, net 13,807 — — — — 13,807 Total assets $ 677,561 $ 135,475 $ 135,475 $ 178,298 $ (459,873 ) $ 666,936 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 22,733 $ — $ — $ — $ — $ 22,733 Accrued expenses and other liabilities 34,834 — — — — 34,834 Revolving credit facility, net 222,645 — — — — 222,645 Second lien loan, net 457,626 — — — — 457,626 Payable pursuant to tax receivable agreement — — — 29,621 — 29,621 Deferred tax liability, net — — — 11,488 — 11,488 Total liabilities $ 737,838 $ — $ — $ 41,109 $ — $ 778,947 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 89 $ — $ 89 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 45,342 (146,143 ) (100,801 ) Retained earnings — — — 30,119 (3,739 ) 26,380 Members' deficit (195,752 ) — — — 195,752 — Accumulated surplus 135,475 135,475 135,475 — (406,425 ) — Total stockholders' deficit / members' deficit (60,277 ) 135,475 135,475 75,700 (360,555 ) (74,182 ) Non-controlling interest — — — 61,489 (99,318 ) (37,829 ) Total stockholders' deficit / members' deficit and non-controlling interest (60,277 ) 135,475 135,475 137,189 (459,873 ) (112,011 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 677,561 $ 135,475 $ 135,475 $ 178,298 $ (459,873 ) $ 666,936 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 900 $ — $ — $ — $ — $ 900 Accounts receivable, net 64,943 — — — — 64,943 Inventories 1,867 — — — — 1,867 Rental equipment, net 462,084 — — — — 462,084 Property and equipment, net 35,534 — — — — 35,534 Prepaid expenses and other assets 8,203 — — — — 8,203 Goodwill 60,644 — — — — 60,644 Investment in subsidiary — 113,750 113,750 179,096 (406,596 ) — Intercompany 10,258 — — (10,258 ) — — Intangible assets, net 14,246 — — — — 14,246 Total assets $ 658,679 $ 113,750 $ 113,750 $ 168,838 $ (406,596 ) $ 648,421 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 15,851 $ — $ — $ — $ — $ 15,851 Accrued expenses and other liabilities 35,074 — — — — 35,074 Revolving credit facility, net 222,531 — — — — 222,531 Second lien loan, net 468,860 — — — — 468,860 Payable pursuant to tax receivable agreement — — — 29,505 — 29,505 Deferred tax liability, net — — — 8,325 — 8,325 Total liabilities $ 742,316 $ — $ — $ 37,830 $ — $ 780,146 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 88 $ — $ 88 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 43,927 (146,143 ) (102,216 ) Retained earnings — — — 26,540 (3,770 ) 22,770 Members' deficit (197,387 ) — — — 197,387 — Accumulated surplus 113,750 113,750 113,750 — (341,250 ) — Total stockholders' deficit / members' deficit (83,637 ) 113,750 113,750 70,705 (293,776 ) (79,208 ) Non-controlling interest — — — 60,303 (112,820 ) (52,517 ) Total stockholders' deficit / members' deficit and non-controlling interest (83,637 ) 113,750 113,750 131,008 (406,596 ) (131,725 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 658,679 $ 113,750 $ 113,750 $ 168,838 $ (406,596 ) $ 648,421 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2017 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 94,379 $ — $ — $ — $ — $ 94,379 Equipment sales 6,306 — — — — 6,306 Parts and service 3,440 — — — — 3,440 Total revenues 104,125 — — — — 104,125 Cost of revenues Cost of equipment sold 3,993 — — — — 3,993 Depreciation of rental equipment 22,795 — — — — 22,795 Cost of rental revenues 22,815 — — — — 22,815 Cost of parts and service 2,016 — — — — 2,016 Total cost of revenues 51,619 — — — — 51,619 Gross profit 52,506 — — — — 52,506 Other operating expenses Selling, general and administrative expenses 24,052 — — — — 24,052 Other depreciation and amortization 2,286 — — — — 2,286 Total other operating expenses 26,338 — — — — 26,338 Income from operations 26,168 — — — — 26,168 Other expenses Interest expense 11,000 — — — — 11,000 Adjustment to tax receivable agreement — — — 61 — 61 Loss on interest rate swap 587 — — — — 587 Total other expenses 11,587 — — 61 — 11,648 Income (loss) before income taxes 14,581 — — (61 ) — 14,520 Equity earnings in subsidiaries — 14,489 14,489 5,403 (34,381 ) — Provision for income taxes (92 ) — — (2,092 ) — (2,184 ) Net income 14,489 14,489 14,489 3,250 (34,381 ) 12,336 Less: net income attributable to non-controlling interest — — 9,086 — — 9,086 Net income attributable to Neff Corporation $ 14,489 $ 14,489 $ 5,403 $ 3,250 $ (34,381 ) $ 3,250 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 91,474 $ — $ — $ — $ — $ 91,474 Equipment sales 4,941 — — — — 4,941 Parts and service 3,245 — — — — 3,245 Total revenues 99,660 — — — — 99,660 Cost of revenues Cost of equipment sold 2,963 — — — — 2,963 Depreciation of rental equipment 22,761 — — — — 22,761 Cost of rental revenues 21,675 — — — — 21,675 Cost of parts and service 1,799 — — — — 1,799 Total cost of revenues 49,198 — — — — 49,198 Gross profit 50,462 — — — — 50,462 Other operating expenses Selling, general and administrative expenses 23,387 — — — — 23,387 Other depreciation and amortization 2,594 — — — — 2,594 Total other operating expenses 25,981 — — — — 25,981 Income from operations 24,481 — — — — 24,481 Other expenses Interest expense 10,846 — — — — 10,846 Adjustment to tax receivable agreement — — — 262 — 262 Loss on interest rate swap 1,828 — — — — 1,828 Total other expenses 12,674 — — 262 — 12,936 Income (loss) before income taxes 11,807 — — (262 ) — 11,545 Equity earnings in subsidiaries — 11,757 11,757 4,438 (27,952 ) — Provision for income taxes (50 ) — — (1,556 ) — (1,606 ) Net income 11,757 11,757 11,757 2,620 (27,952 ) 9,939 Less: net income attributable to non-controlling interest — — 7,319 — — 7,319 Net income attributable to Neff Corporation $ 11,757 $ 11,757 $ 4,438 $ 2,620 $ (27,952 ) $ 2,620 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 179,877 $ — $ — $ — $ — $ 179,877 Equipment sales 13,501 — — — — 13,501 Parts and service 6,624 — — — — 6,624 Total revenues 200,002 — — — — 200,002 Cost of revenues Cost of equipment sold 8,946 — — — — 8,946 Depreciation of rental equipment 44,945 — — — — 44,945 Cost of rental revenues 45,078 — — — — 45,078 Cost of parts and service 3,813 — — — — 3,813 Total cost of revenues 102,782 — — — — 102,782 Gross profit 97,220 — — — — 97,220 Other operating expenses Selling, general and administrative expenses 48,594 — — — — 48,594 Other depreciation and amortization 4,457 — — — — 4,457 Total other operating expenses 53,051 — — — — 53,051 Income from operations 44,169 — — — — 44,169 Other expenses Interest expense 22,173 — — — — 22,173 Adjustment to tax receivable agreement — — — 116 — 116 Loss on interest rate swap 212 — — — — 212 Total other expenses 22,385 — — 116 — 22,501 Income (loss) before income taxes 21,784 — — (116 ) — 21,668 Equity earnings in subsidiaries — 21,673 21,673 8,076 (51,422 ) — Provision for income taxes (111 ) — — (2,984 ) — (3,095 ) Net income 21,673 21,673 21,673 4,976 (51,422 ) 18,573 Less: net income attributable to non-controlling interest — — 13,597 — — 13,597 Net income attributable to Neff Corporation $ 21,673 $ 21,673 $ 8,076 $ 4,976 $ (51,422 ) $ 4,976 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 172,651 $ — $ — $ — $ — $ 172,651 Equipment sales 10,043 — — — — 10,043 Parts and service 6,550 — — — — 6,550 Total revenues 189,244 — — — — 189,244 Cost of revenues Cost of equipment sold 6,074 — — — — 6,074 Depreciation of rental equipment 44,926 — — — — 44,926 Cost of rental revenues 41,608 — — — — 41,608 Cost of parts and service 3,604 — — — — 3,604 Total cost of revenues 96,212 — — — — 96,212 Gross profit 93,032 — — — — 93,032 Other operating expenses Selling, general and administrative expenses 47,909 — — — — 47,909 Other depreciation and amortization 5,335 — — — — 5,335 Total other operating expenses 53,244 — — — — 53,244 Income from operations 39,788 — — — — 39,788 Other expenses Interest expense 21,890 — — — — 21,890 Adjustment to tax receivable agreement — — — 676 — 676 Loss on interest rate swap 6,482 — — — — 6,482 Total other expenses 28,372 — — 676 — 29,048 Income (loss) before income taxes 11,416 — — (676 ) — 10,740 Equity earnings in subsidiaries — 11,366 11,366 4,316 (27,048 ) — Provision for income taxes (50 ) — — (1,172 ) — (1,222 ) Net income 11,366 11,366 11,366 2,468 (27,048 ) 9,518 Less: net income attributable to non-controlling interest — — 7,050 — — 7,050 Net income attributable to Neff Corporation $ 11,366 $ 11,366 $ 4,316 $ 2,468 $ (27,048 ) $ 2,468 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Cash Flows from Operating Activities Net income $ 21,673 $ 21,673 $ 21,673 $ 4,976 $ (51,422 ) $ 18,573 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 48,963 — — — — 48,963 Amortization of debt issue costs 834 — — — — 834 Amortization of intangible assets 439 — — — — 439 Amortization of original issue discount 176 — — — — 176 Gain on sale of equipment (4,555 ) — — — — (4,555 ) Provision for bad debt 429 — — — — 429 Equity-based compensation 1,399 — — — — 1,399 Deferred income taxes — — — 2,984 — 2,984 Adjustment to tax receivable agreement — — — 116 — 116 Unrealized gain on interest rate swap (286 ) — — — — (286 ) Equity earnings in subsidiaries — (21,673 ) (21,673 ) (8,076 ) 51,422 — Changes in operating assets and liabilities: Accounts receivable 1,062 — — — — 1,062 Inventories, prepaid expenses and other assets (1,278 ) — — — — (1,278 ) Accounts payable 931 — — — — 931 Accrued expenses and other liabilities (1,537 ) — — — — (1,537 ) Net cash provided by operating activities 68,250 — — — — 68,250 Cash Flows from Investing Activities Purchases of rental equipment (62,496 ) — — — — (62,496 ) Proceeds from sale of equipment 13,501 — — — — 13,501 Purchases of property and equipment (7,141 ) — — — — (7,141 ) Net cash used in investing activities (56,136 ) — — — — (56,136 ) Cash Flows from Financing Activities Repayments under revolving credit facility (69,894 ) — — — — (69,894 ) Borrowings under revolving credit facility 69,594 — — — — 69,594 Proceeds from option exercises — — — 17 — 17 Payment of withholding taxes for option exercises — — — (52 ) — (52 ) Distributions to member (44 ) — — — — (44 ) Second Lien Loan prepayment (11,830 ) — — — — (11,830 ) Intercompany (35 ) — — 35 — — Net cash used in financing activities (12,209 ) — — — — (12,209 ) Net decrease in cash and cash equivalents (95 ) — — — — (95 ) Cash and cash equivalents, beginning of period 900 — — — — 900 Cash and cash equivalents, end of period $ 805 $ — $ — $ — $ — $ 805 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Cash Flows from Operating Activities Net income $ 11,366 $ 11,366 $ 11,366 $ 2,468 $ (27,048 ) $ 9,518 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 49,726 — — — — 49,726 Amortization of debt issue costs 765 — — — — 765 Amortization of intangible assets 535 — — — — 535 Amortization of original issue discount 147 — — — — 147 Gain on sale of equipment (3,969 ) — — — — (3,969 ) Provision for bad debt 862 — — — — 862 Equity-based compensation 1,098 — — — — 1,098 Deferred income taxes 50 — — 1,172 — 1,222 Adjustment to tax receivable agreement — — — 676 — 676 Unrealized loss on interest rate swap 6,183 — — — — 6,183 Equity earnings in subsidiaries — (11,366 ) (11,366 ) (4,316 ) 27,048 — Changes in operating assets and liabilities: Accounts receivable 7,472 — — — — 7,472 Inventories, prepaid expenses and other assets (1,267 ) — — — — (1,267 ) Accounts payable (324 ) — — — — (324 ) Accrued expenses and other liabilities 882 — — — — 882 Net cash provided by operating activities 73,526 — — — — 73,526 Cash Flows from Investing Activities Purchases of rental equipment (76,557 ) — — — — (76,557 ) Proceeds from sale of equipment 10,043 — — — — 10,043 Purchases of property and equipment (8,648 ) — — — — (8,648 ) Net cash used in investing activities (75,162 ) — — — — (75,162 ) Cash Flows from Financing Activities Repayments under revolving credit facility (66,400 ) — — — — (66,400 ) Borrowings under revolving credit facility 82,500 — — — — 82,500 Debt issue costs (1,570 ) — — — — (1,570 ) Common stock repurchases — — — (9,433 ) — (9,433 ) Common unit sales/repurchases (9,433 ) — — 9,433 — — Second Lien Loan prepayment (3,349 ) — — — — (3,349 ) Distribution to member (138 ) — — — — (138 ) Intercompany 2 — — (2 ) — — Net cash provided by (used in) financing activities 1,612 — — (2 ) — 1,610 Net (decrease) increase in cash and cash equivalents (24 ) — — (2 ) — (26 ) Cash and cash equivalents, beginning of period 287 — — 2 — 289 Cash and cash equivalents, end of period $ 263 $ — $ — $ — $ — $ 263 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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 June 30, 2017 and December 31, 2016 , the results of its operations for the three and six months ended June 30, 2017 and 2016 , the cash flows for the six months ended June 30, 2017 and 2016 and stockholders' deficit and non-controlling interest for the six months ended June 30, 2017 . 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 2016 10-K. |
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 ("Tax Receivable Agreement") (Note 3). 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 six months ended June 30, 2017 . In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenues for Contracts with Customers (Topic 606), ("ASU 2014-09") which provides guidance on recognizing revenue. The guidance includes steps an entity should apply to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has agreed to a one-year deferral of the original effective date of this guidance and as a result it will be effective for private companies for annual periods beginning after December 15, 2018 and interim periods beginning after December 15, 2019. The FASB's update allows entities to apply the new guidance as of the original effective date. The Company expects to adopt this guidance when effective for private companies and is currently evaluating the impact on the Company's financial statements and disclosures. In February 2016, the FASB issued 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 on the Company's financial statements and disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of Emerging Issues Task Force) , ("ASU 2016-15") to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other topics. This guidance is effective for private companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019 and requires application on a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company expects to adopt this guidance when it becomes effective for private companies and does not expect this guidance to have a significant impact on the Company's financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , ("ASU 2017-04") which removes the step 2 requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. As ASU 2017-04 will become effective after the expiration of the exemption period under the JOBS Act, the Company expects to adopt this guidance when it becomes effective for public companies. The Company does not expect this guidance to have a significant impact on the Company's financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, ("ASU 2015-03") which provides guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction NOTE 2—BASIS OF PRESENTATION (Continued) from the carrying amount of that debt liability and amortization of debt issuance costs will be reported as interest expense. This guidance became effective for the Company as of the year ended December 31, 2016 and requires application on a retrospective basis. As a result of adopting this guidance, interest expense for the three and six months ended June 30, 2016 changed as shown below (in thousands): For the Three Months Ended June 30, 2016 For the Six Months Ended June 30, 2016 Interest expense as previously reported $ 10,476 $ 21,125 Reclassification of amortization of debt issue costs 370 765 Current presentation of interest expense $ 10,846 $ 21,890 |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements | As a result of adopting this guidance, interest expense for the three and six months ended June 30, 2016 changed as shown below (in thousands): For the Three Months Ended June 30, 2016 For the Six Months Ended June 30, 2016 Interest expense as previously reported $ 10,476 $ 21,125 Reclassification of amortization of debt issue costs 370 765 Current presentation of interest expense $ 10,846 $ 21,890 |
NON-CONTROLLING INTEREST - (Tab
NON-CONTROLLING INTEREST - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | The ownership of the Common Units is summarized as follows: Non-controlling ownership of Common Units in Neff Holdings Neff Corporation ownership of Common Units in Neff Holdings Total As of June 30, 2017 14,951,625 8,892,798 23,844,423 62.7 % 37.3 % 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, 2016 14,951,625 8,859,662 23,811,287 62.8 % 37.2 % 100.0 % The following table summarizes the activity in non-controlling interest from December 31, 2016 to June 30, 2017 (in thousands): Balance of non-controlling interest as of December 31, 2016 $ (52,517 ) Net income attributable to non-controlling interest 13,597 Distributions to member (44 ) Reallocation based on ending non-controlling interest percentage 1,135 Balance of non-controlling interest as of June 30, 2017 $ (37,829 ) |
EARNINGS PER SHARE - (Tables)
EARNINGS PER SHARE - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income attributable to Neff Corporation $ 3,250 $ 2,620 $ 4,976 $ 2,468 Denominator for net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding 8,878 9,158 8,869 9,755 Denominator for diluted net income per share of Class A common stock: Weighted average shares of Class A common stock outstanding, diluted 9,542 9,481 9,497 9,916 Earnings per share of Class A common stock: Net income attributable to Neff Corporation per share of Class A common stock, basic $ 0.37 $ 0.29 $ 0.56 $ 0.25 Net income attributable to Neff Corporation per share of Class A common stock, diluted $ 0.34 $ 0.28 $ 0.52 $ 0.25 |
INTANGIBLE ASSETS - (Tables)
INTANGIBLE ASSETS - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The carrying amount and accumulated amortization of intangible assets as of June 30, 2017 and December 31, 2016 , consisted of the following (in thousands, except as noted): June 30, 2017 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (11,034 ) 2,953 Total intangible assets $ 24,841 $ (11,034 ) $ 13,807 December 31, 2016 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (10,595 ) 3,392 Total intangible assets $ 24,841 $ (10,595 ) $ 14,246 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amount and accumulated amortization of intangible assets as of June 30, 2017 and December 31, 2016 , consisted of the following (in thousands, except as noted): June 30, 2017 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (11,034 ) 2,953 Total intangible assets $ 24,841 $ (11,034 ) $ 13,807 December 31, 2016 Average Gross Accumulated Net Indefinite life: Trademarks and tradenames N/A $ 10,854 $ — $ 10,854 Finite life: Customer list 12 13,987 (10,595 ) 3,392 Total intangible assets $ 24,841 $ (10,595 ) $ 14,246 |
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 June 30, 2017 $ 11,034 Estimated amortization expense for: Remainder of 2017 438 2018 719 2019 589 2020 483 2021 396 2022 328 Total $ 13,987 |
DEBT - (Tables)
DEBT - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following as of June 30, 2017 and December 31, 2016 (in thousands, except percent data): June 30, 2017 December 31, 2016 Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.0% to LIBOR plus up to 2.0%, net of unamortized debt issue costs of $3,455 in 2017 and $3,869 in 2016 (2.8% at June 30, 2017) $ 222,645 $ 222,531 Second Lien Loan with interest of LIBOR plus 6.25%, with 1.0% LIBOR floor, net of unamortized debt issue costs of $4,645 in 2017 and $5,065 in 2016 and unamortized discount of $1,550 in 2017 and $1,726 in 2016 (7.66% at June 30, 2017) 457,626 468,860 Total indebtedness $ 680,271 $ 691,391 |
EQUITY-BASED COMPENSATION - (Ta
EQUITY-BASED COMPENSATION - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 (in thousands): NOTE 7—EQUITY—BASED COMPENSATION (Continued) Neff Corporation Neff Holdings RSUs Options Options Balance as of January 1, 2017 289 827 758 Granted — — — Exercised (24 ) (28 ) — Forfeited — — — Balance as of June 30, 2017 265 799 758 Vested — 246 758 Unvested 265 553 — Total 265 799 758 |
DERIVATIVE FINANCIAL INSTRUME25
DERIVATIVE FINANCIAL INSTRUMENTS - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The fixed rate follows the schedule below: 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 June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Loss Recognized in Earnings (a) Loss Recognized in Earnings (a) Loss Recognized in Earnings (a) Loss Recognized in Earnings(a) Interest Rate Swap $ 587 $ 1,828 $ 212 $ 6,482 June 30, 2017 December 31, 2016 Fair Value of Derivative Liability(b) Fair Value of Derivative Liability(b) Interest Rate Swap (Note 9) $ 1,913 $ 2,199 (a) Classified in Other expenses — Loss on interest rate swap (b) Classified in Liabilities — Accrued expenses and other liabilities |
FAIR VALUE DISCLOSURES - (Table
FAIR VALUE DISCLOSURES - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 (in thousands): Fair Value Measurements Using: Quoted Prices in Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Interest Rate Swap Liability $ — $ 1,913 $ — |
SUPPLEMENTAL CONSOLIDATING ST27
SUPPLEMENTAL CONSOLIDATING STATEMENTS (Tables) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 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 $ 900 $ — $ — $ — $ — $ 900 Accounts receivable, net 64,943 — — — — 64,943 Inventories 1,867 — — — — 1,867 Rental equipment, net 462,084 — — — — 462,084 Property and equipment, net 35,534 — — — — 35,534 Prepaid expenses and other assets 8,203 — — — — 8,203 Goodwill 60,644 — — — — 60,644 Investment in subsidiary — 113,750 113,750 179,096 (406,596 ) — Intercompany 10,258 — — (10,258 ) — — Intangible assets, net 14,246 — — — — 14,246 Total assets $ 658,679 $ 113,750 $ 113,750 $ 168,838 $ (406,596 ) $ 648,421 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 15,851 $ — $ — $ — $ — $ 15,851 Accrued expenses and other liabilities 35,074 — — — — 35,074 Revolving credit facility, net 222,531 — — — — 222,531 Second lien loan, net 468,860 — — — — 468,860 Payable pursuant to tax receivable agreement — — — 29,505 — 29,505 Deferred tax liability, net — — — 8,325 — 8,325 Total liabilities $ 742,316 $ — $ — $ 37,830 $ — $ 780,146 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 88 $ — $ 88 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 43,927 (146,143 ) (102,216 ) Retained earnings — — — 26,540 (3,770 ) 22,770 Members' deficit (197,387 ) — — — 197,387 — Accumulated surplus 113,750 113,750 113,750 — (341,250 ) — Total stockholders' deficit / members' deficit (83,637 ) 113,750 113,750 70,705 (293,776 ) (79,208 ) Non-controlling interest — — — 60,303 (112,820 ) (52,517 ) Total stockholders' deficit / members' deficit and non-controlling interest (83,637 ) 113,750 113,750 131,008 (406,596 ) (131,725 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 658,679 $ 113,750 $ 113,750 $ 168,838 $ (406,596 ) $ 648,421 NEFF CORPORATION AND SUBSIDIARIES SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET JUNE 30, 2017 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation ASSETS Cash and cash equivalents $ 805 $ — $ — $ — $ — $ 805 Accounts receivable, net 63,452 — — — — 63,452 Inventories 2,252 — — — — 2,252 Rental equipment, net 478,249 — — — — 478,249 Property and equipment, net 38,631 — — — — 38,631 Prepaid expenses and other assets 9,096 — — — — 9,096 Goodwill 60,644 — — — — 60,644 Investment in subsidiary — 135,475 135,475 188,923 (459,873 ) — Intercompany 10,625 — — (10,625 ) — — Intangible assets, net 13,807 — — — — 13,807 Total assets $ 677,561 $ 135,475 $ 135,475 $ 178,298 $ (459,873 ) $ 666,936 LIABILITIES AND STOCKHOLDERS' DEFICIT / MEMBERS' DEFICIT Liabilities Accounts payable $ 22,733 $ — $ — $ — $ — $ 22,733 Accrued expenses and other liabilities 34,834 — — — — 34,834 Revolving credit facility, net 222,645 — — — — 222,645 Second lien loan, net 457,626 — — — — 457,626 Payable pursuant to tax receivable agreement — — — 29,621 — 29,621 Deferred tax liability, net — — — 11,488 — 11,488 Total liabilities $ 737,838 $ — $ — $ 41,109 $ — $ 778,947 Stockholders' deficit / members' deficit Class A Common Stock $ — $ — $ — $ 89 $ — $ 89 Class B Common Stock — — — 150 — 150 Additional paid-in capital — — — 45,342 (146,143 ) (100,801 ) Retained earnings — — — 30,119 (3,739 ) 26,380 Members' deficit (195,752 ) — — — 195,752 — Accumulated surplus 135,475 135,475 135,475 — (406,425 ) — Total stockholders' deficit / members' deficit (60,277 ) 135,475 135,475 75,700 (360,555 ) (74,182 ) Non-controlling interest — — — 61,489 (99,318 ) (37,829 ) Total stockholders' deficit / members' deficit and non-controlling interest (60,277 ) 135,475 135,475 137,189 (459,873 ) (112,011 ) Total liabilities and stockholders' deficit / members' deficit and non-controlling interest $ 677,561 $ 135,475 $ 135,475 $ 178,298 $ (459,873 ) $ 666,936 | |
Condensed Consolidating Statement of Operations | Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 179,877 $ — $ — $ — $ — $ 179,877 Equipment sales 13,501 — — — — 13,501 Parts and service 6,624 — — — — 6,624 Total revenues 200,002 — — — — 200,002 Cost of revenues Cost of equipment sold 8,946 — — — — 8,946 Depreciation of rental equipment 44,945 — — — — 44,945 Cost of rental revenues 45,078 — — — — 45,078 Cost of parts and service 3,813 — — — — 3,813 Total cost of revenues 102,782 — — — — 102,782 Gross profit 97,220 — — — — 97,220 Other operating expenses Selling, general and administrative expenses 48,594 — — — — 48,594 Other depreciation and amortization 4,457 — — — — 4,457 Total other operating expenses 53,051 — — — — 53,051 Income from operations 44,169 — — — — 44,169 Other expenses Interest expense 22,173 — — — — 22,173 Adjustment to tax receivable agreement — — — 116 — 116 Loss on interest rate swap 212 — — — — 212 Total other expenses 22,385 — — 116 — 22,501 Income (loss) before income taxes 21,784 — — (116 ) — 21,668 Equity earnings in subsidiaries — 21,673 21,673 8,076 (51,422 ) — Provision for income taxes (111 ) — — (2,984 ) — (3,095 ) Net income 21,673 21,673 21,673 4,976 (51,422 ) 18,573 Less: net income attributable to non-controlling interest — — 13,597 — — 13,597 Net income attributable to Neff Corporation $ 21,673 $ 21,673 $ 8,076 $ 4,976 $ (51,422 ) $ 4,976 | Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Revenues Rental revenues $ 172,651 $ — $ — $ — $ — $ 172,651 Equipment sales 10,043 — — — — 10,043 Parts and service 6,550 — — — — 6,550 Total revenues 189,244 — — — — 189,244 Cost of revenues Cost of equipment sold 6,074 — — — — 6,074 Depreciation of rental equipment 44,926 — — — — 44,926 Cost of rental revenues 41,608 — — — — 41,608 Cost of parts and service 3,604 — — — — 3,604 Total cost of revenues 96,212 — — — — 96,212 Gross profit 93,032 — — — — 93,032 Other operating expenses Selling, general and administrative expenses 47,909 — — — — 47,909 Other depreciation and amortization 5,335 — — — — 5,335 Total other operating expenses 53,244 — — — — 53,244 Income from operations 39,788 — — — — 39,788 Other expenses Interest expense 21,890 — — — — 21,890 Adjustment to tax receivable agreement — — — 676 — 676 Loss on interest rate swap 6,482 — — — — 6,482 Total other expenses 28,372 — — 676 — 29,048 Income (loss) before income taxes 11,416 — — (676 ) — 10,740 Equity earnings in subsidiaries — 11,366 11,366 4,316 (27,048 ) — Provision for income taxes (50 ) — — (1,172 ) — (1,222 ) Net income 11,366 11,366 11,366 2,468 (27,048 ) 9,518 Less: net income attributable to non-controlling interest — — 7,050 — — 7,050 Net income attributable to Neff Corporation $ 11,366 $ 11,366 $ 4,316 $ 2,468 $ (27,048 ) $ 2,468 |
Condensed Consolidating Statement of Cash Flow | SUPPLEMENTAL UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Neff Rental LLC Neff LLC Neff Holdings LLC Neff Corporation Stand Alone Eliminations Neff Corporation Cash Flows from Operating Activities Net income $ 21,673 $ 21,673 $ 21,673 $ 4,976 $ (51,422 ) $ 18,573 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 48,963 — — — — 48,963 Amortization of debt issue costs 834 — — — — 834 Amortization of intangible assets 439 — — — — 439 Amortization of original issue discount 176 — — — — 176 Gain on sale of equipment (4,555 ) — — — — (4,555 ) Provision for bad debt 429 — — — — 429 Equity-based compensation 1,399 — — — — 1,399 Deferred income taxes — — — 2,984 — 2,984 Adjustment to tax receivable agreement — — — 116 — 116 Unrealized gain on interest rate swap (286 ) — — — — (286 ) Equity earnings in subsidiaries — (21,673 ) (21,673 ) (8,076 ) 51,422 — Changes in operating assets and liabilities: Accounts receivable 1,062 — — — — 1,062 Inventories, prepaid expenses and other assets (1,278 ) — — — — (1,278 ) Accounts payable 931 — — — — 931 Accrued expenses and other liabilities (1,537 ) — — — — (1,537 ) Net cash provided by operating activities 68,250 — — — — 68,250 Cash Flows from Investing Activities Purchases of rental equipment (62,496 ) — — — — (62,496 ) Proceeds from sale of equipment 13,501 — — — — 13,501 Purchases of property and equipment (7,141 ) — — — — (7,141 ) Net cash used in investing activities (56,136 ) — — — — (56,136 ) Cash Flows from Financing Activities Repayments under revolving credit facility (69,894 ) — — — — (69,894 ) Borrowings under revolving credit facility 69,594 — — — — 69,594 Proceeds from option exercises — — — 17 — 17 Payment of withholding taxes for option exercises — — — (52 ) — (52 ) Distributions to member (44 ) — — — — (44 ) Second Lien Loan prepayment (11,830 ) — — — — (11,830 ) Intercompany (35 ) — — 35 — — Net cash used in financing activities (12,209 ) — — — — (12,209 ) Net decrease in cash and cash equivalents (95 ) — — — — (95 ) Cash and cash equivalents, beginning of period 900 — — — — 900 Cash and cash equivalents, end of period $ 805 $ — $ — $ — $ — $ 805 |
BUSINESS AND ORGANIZATION - Add
BUSINESS AND ORGANIZATION - Additional Information (Details) - $ / shares | Nov. 26, 2014 | Jun. 30, 2017 | Dec. 31, 2016 |
Neff Holdings LLC | |||
Class of Stock [Line Items] | |||
Ownership percentage by parent | 37.30% | 37.20% | |
IPO | Class A Common Stock | |||
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, 2017segment | |
Accounting Policies [Abstract] | |
Number of operating segments corresponding to the number of regions in which entity operates | 5 |
Number of reportable segments | 1 |
BASIS OF PRESENTATION - Recentl
BASIS OF PRESENTATION - Recently Issued Accounting Pronouncements, Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Interest expense | $ 11,000 | $ 10,846 | $ 22,173 | $ 21,890 |
Accounting Standards Update 2015-03 | Interest expense as previously reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Interest expense | 10,476 | 21,125 | ||
Accounting Standards Update 2015-03 | Reclassification of amortization of debt issue costs | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Interest expense | $ 370 | $ 765 |
NON-CONTROLLING INTEREST - Sche
NON-CONTROLLING INTEREST - Schedule of Ownership of Common Units (Details) - shares | Jun. 30, 2017 | Dec. 31, 2016 |
Neff Holdings LLC | ||
Noncontrolling Interest [Line Items] | ||
Common Unit, issued | 23,844,423 | 23,811,287 |
Neff Holdings LLC | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage by non-controlling interest | 62.70% | 62.80% |
Ownership percentage by parent | 37.30% | 37.20% |
Aggregate Ownership of Noncontrolling Interest | 100.00% | 100.00% |
Class A Common Stock | Neff Holdings LLC | Parent Company | ||
Noncontrolling Interest [Line Items] | ||
Common Unit, issued | 8,892,798 | 8,859,662 |
Class B Common Stock | Neff Holdings LLC | Noncontrolling Interest | ||
Noncontrolling Interest [Line Items] | ||
Common Unit, issued | 14,951,625 | 14,951,625 |
NON-CONTROLLING INTEREST - Sc32
NON-CONTROLLING INTEREST - Schedule of Equity by Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | $ (52,517) | |||
Net income attributable to non-controlling interest | $ 9,086 | $ 7,319 | 13,597 | $ 7,050 |
Reallocation based on ending non-controlling interest percentage | 0 | |||
Ending balance | $ (37,829) | (37,829) | ||
Neff Corporation | Noncontrolling Interest | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Reallocation based on ending non-controlling interest percentage | $ 1,135 |
NON-CONTROLLING INTEREST - Addi
NON-CONTROLLING INTEREST - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Noncontrolling Interest [Line Items] | |||||
Payable pursuant to tax receivable agreement | $ 29,621 | $ 29,621 | $ 29,505 | ||
Adjustment to tax receivable agreement | $ 61 | $ 262 | $ 116 | $ 676 | |
Neff Holdings LLC | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage by parent | 37.30% | 37.30% | 37.20% | ||
Ownership percentage by non-controlling interest | 62.70% | 62.70% | 62.80% |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Nov. 30, 2015 | |
Numerator: | |||||
Net income attributable to Neff Corporation | $ 3,250,000 | $ 2,620,000 | $ 4,976,000 | $ 2,468,000 | |
Class A Common Stock | |||||
Denominator for diluted net income per share of Class A common stock: | |||||
Weighted average shares of Class A common stock outstanding | 8,878,000 | 9,158,000 | 8,869,000 | 9,755,000 | |
Add dilutive effect of the following (in shares) | |||||
Weighted average shares of Class A common stock outstanding, diluted | 9,542,000 | 9,481,000 | 9,497,000 | 9,916,000 | |
Net income attributable to Neff Corporation per share of Class A common stock, basic (in dollars per share) | $ 0.37 | $ 0.29 | $ 0.56 | $ 0.25 | |
Net income attributable to Neff Corporation per share of Class A common stock, diluted (in dollars per share) | $ 0.34 | $ 0.28 | $ 0.52 | $ 0.25 | |
Stock repurchase program, authorized amount (in dollars) | $ 25,000,000 | ||||
Stock repurchase program, shares repurchased during the period (in shares) | 0 | ||||
Stock repurchase program, remaining authorized repurchase amount (in dollars) | $ 13,200,000 | $ 13,200,000 | |||
Retained Earnings | |||||
Numerator: | |||||
Net income attributable to Neff Corporation | $ 3,250,000 | $ 2,620,000 | $ 4,976,000 | $ 2,468,000 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 24,841 | $ 24,841 | $ 24,841 | ||
Accumulated Amortization | (11,034) | (11,034) | (10,595) | ||
Net Book Value | 13,807 | 13,807 | 14,246 | ||
Amortization of intangible assets | $ 439 | $ 535 | |||
Customer Lists | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Average Useful Life (in years) | 12 years | 12 years | |||
Gross Carrying Amount | 13,987 | $ 13,987 | 13,987 | ||
Accumulated Amortization | (11,034) | (11,034) | (10,595) | ||
Net Book Value | 2,953 | 2,953 | 3,392 | ||
Amortization of intangible assets | 200 | $ 300 | |||
Trademarks and Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 10,854 | 10,854 | 10,854 | ||
Net Book Value | $ 10,854 | $ 10,854 | $ 10,854 |
INTANGIBLE ASSETS - Accumulated
INTANGIBLE ASSETS - Accumulated Amortization and Expected Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated Amortization | $ 11,034 | $ 10,595 |
Estimated amortization expense for: | ||
Remainder of 2017 | 438 | |
2,018 | 719 | |
2,019 | 589 | |
2,020 | 483 | |
2,021 | 396 | |
2,022 | 328 | |
Total | $ 13,987 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | Jun. 09, 2014 | Oct. 01, 2010 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Revolving credit facility, net of debt issue costs | $ 222,645,000 | $ 222,531,000 | |||
Long-term Debt | 680,271,000 | 691,391,000 | |||
Second lien loan, net of debt issue costs and original issue discount | 457,626,000 | 468,860,000 | |||
Second Lien Loan | Second Lien Loan | |||||
Debt Instrument [Line Items] | |||||
Second lien loan, net of debt issue costs and original issue discount | 457,626,000 | 468,860,000 | |||
Original issue discount | 5,065,000 | ||||
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, net of debt issue costs | $ 222,645,000 | 222,531,000 | |||
Line of credit facility, interest rate at period end | 2.00% | ||||
Original issue discount | $ 3,455,000 | $ 3,869,000 | |||
Revolving Credit Facility | Prime Rate | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.50% |
DEBT - Additional Information (
DEBT - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 25, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Revolving credit facility, net of debt issue costs | $ 222,645,000 | $ 222,531,000 | |
Outstanding letters of credit | 3,900,000 | ||
Debt Instrument, Covenant, Total Leverage Ratio, Actual | 3.60 | ||
Second Lien Loan | Neff Rental LLC | Second Lien Loan | |||
Debt Instrument [Line Items] | |||
Secured Debt | 463,800,000 | ||
Debt Instrument, Covenant, Future Required Prepayment | $ 11,800,000 | ||
Revolving Credit Facility | Neff Rental LLC and Neff LLC | |||
Debt Instrument [Line Items] | |||
Revolving credit facility, net of debt issue costs | 226,100,000 | ||
Current availability | $ 244,800,000 | ||
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 | 6 Months Ended |
Jun. 30, 2017shares | |
Stock options outstanding (in shares) | |
Beginning balance | 827 |
Granted | 0 |
Exercised | (28) |
Forfeited | 0 |
Ending balance | 799 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 246 |
Unvested | 553 |
Neff Holdings LLC | |
Stock options outstanding (in shares) | |
Beginning balance | 758 |
Granted | 0 |
Exercised | 0 |
Forfeited | 0 |
Ending balance | 758 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 758 |
Unvested | 0 |
Restricted Stock Units (RSUs) | |
Restricted stock outstanding (in shares) | |
Beginning balance | 289 |
Granted | 0 |
Exercised | (24) |
Forfeited | 0 |
Ending balance | 265 |
Number of Vested and Unvested Awards (in shares) | |
Vested | 0 |
Unvested | 265 |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017USD ($)shares | Mar. 31, 2017 | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) | Nov. 07, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ | $ 1,399 | $ 1,098 | ||||
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 | $ | $ 600 | $ 300 | $ 1,400 | $ 1,100 | ||
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 | 300,000 | 300,000 |
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 |
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 1.681% | 1.157% | ||
Scenario, Forecast | ||||
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 2.143% | 1.961% |
DERIVATIVE FINANCIAL INSTRUME42
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Loss on interest rate swap | $ 587 | $ 1,828 | $ 212 | $ 6,482 | |
Interest Rate Swap | Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Loss on interest rate swap | 587 | $ (1,828) | 212 | $ 6,482 | |
Fair Value of Derivative Liability(b) | $ 2,199 | ||||
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 Liability(b) | $ 1,913 | $ 1,913 |
DERIVATIVE FINANCIAL INSTRUME43
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Mar. 24, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Loss on interest rate swap | $ 587,000 | $ 1,828,000 | $ 212,000 | $ 6,482,000 | |||
Unrealized (gain) loss on interest rate swap | (286,000) | 6,183,000 | |||||
Interest Rate Swap | Not Designated as Hedging Instrument [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative liability, notional amount | $ 200,000,000 | ||||||
Loss on interest rate swap | 587,000 | $ (1,828,000) | 212,000 | 6,482,000 | |||
Unrealized (gain) loss on interest rate swap | $ 300,000 | (300,000) | 6,200,000 | ||||
Gain (loss) on settlement payments for derivatives | $ 300,000 | $ 500,000 | $ 300,000 | ||||
Fair value of derivative liability | $ 2,199,000 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 14.00% | |
Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent | 0.70% | |
Scenario, Forecast | ||
Income Tax Contingency [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 14.70% |
FAIR VALUE DISCLOSURES - (Detai
FAIR VALUE DISCLOSURES - (Details) - Interest Rate Swap - Fair Value, Measurements, Recurring $ in Thousands | Jun. 30, 2017USD ($) |
Fair Value Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | $ 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value of Derivative Liability(b) | 1,913 |
Fair Value Inputs, Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | $ 0 |
SUPPLEMENTAL CONSOLIDATING ST46
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||||
Cash and cash equivalents | $ 805 | $ 900 | $ 263 | $ 289 |
Accounts receivable, net | 63,452 | 64,943 | ||
Inventories | 2,252 | 1,867 | ||
Rental equipment, net | 478,249 | 462,084 | ||
Property and equipment, net | 38,631 | 35,534 | ||
Prepaid expenses and other assets | 9,096 | 8,203 | ||
Goodwill | 60,644 | 60,644 | ||
Investment in Subsidiary | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 13,807 | 14,246 | ||
Total assets | 666,936 | 648,421 | ||
Liabilities | ||||
Accounts payable | 22,733 | 15,851 | ||
Accrued expenses and other liabilities | 34,834 | 35,074 | ||
Revolving credit facility, net | 222,645 | 222,531 | ||
Second lien loan, net of debt issue costs and original issue discount | 457,626 | 468,860 | ||
Payable pursuant to tax receivable agreement | 29,621 | 29,505 | ||
Deferred tax liability, net | 11,488 | 8,325 | ||
Total liabilities | 778,947 | 780,146 | ||
Stockholders' deficit | ||||
Additional paid-in capital | (100,801) | (102,216) | ||
Retained earnings | 26,380 | 22,770 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 0 | 0 | ||
Total stockholders' deficit | (74,182) | (79,208) | ||
Non-controlling interest | (37,829) | (52,517) | ||
Total stockholders' deficit and non-controlling interest | (112,011) | (131,725) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 666,936 | 648,421 | ||
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 | (459,873) | (406,596) | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | (459,873) | (406,596) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility, net | 0 | 0 | ||
Second lien loan, net of debt issue costs and 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 | (3,739) | (3,770) | ||
Members' deficit | 195,752 | 197,387 | ||
Accumulated surplus | (406,425) | (341,250) | ||
Total stockholders' deficit | (360,555) | (293,776) | ||
Non-controlling interest | (99,318) | (112,820) | ||
Total stockholders' deficit and non-controlling interest | (459,873) | (406,596) | ||
Total liabilities and stockholders' deficit and non-controlling interest | (459,873) | (406,596) | ||
Neff Rental LLC | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 805 | 900 | 263 | 287 |
Accounts receivable, net | 63,452 | 64,943 | ||
Inventories | 2,252 | 1,867 | ||
Rental equipment, net | 478,249 | 462,084 | ||
Property and equipment, net | 38,631 | 35,534 | ||
Prepaid expenses and other assets | 9,096 | 8,203 | ||
Goodwill | 60,644 | 60,644 | ||
Investment in Subsidiary | 0 | 0 | ||
Intercompany | 10,625 | 10,258 | ||
Intangible assets, net | 13,807 | 14,246 | ||
Total assets | 677,561 | 658,679 | ||
Liabilities | ||||
Accounts payable | 22,733 | 15,851 | ||
Accrued expenses and other liabilities | 34,834 | 35,074 | ||
Revolving credit facility, net | 222,645 | 222,531 | ||
Second lien loan, net of debt issue costs and original issue discount | 457,626 | 468,860 | ||
Payable pursuant to tax receivable agreement | 0 | 0 | ||
Deferred tax liability, net | 0 | 0 | ||
Total liabilities | 737,838 | 742,316 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
Members' deficit | (195,752) | (197,387) | ||
Accumulated surplus | 135,475 | 113,750 | ||
Total stockholders' deficit | (60,277) | (83,637) | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | (60,277) | (83,637) | ||
Total liabilities and stockholders' deficit and non-controlling interest | 677,561 | 658,679 | ||
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 | 135,475 | 113,750 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 135,475 | 113,750 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility, net | 0 | 0 | ||
Second lien loan, net of debt issue costs and 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 | 135,475 | 113,750 | ||
Total stockholders' deficit | 135,475 | 113,750 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | 135,475 | 113,750 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 135,475 | 113,750 | ||
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 | 135,475 | 113,750 | ||
Intercompany | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 135,475 | 113,750 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility, net | 0 | 0 | ||
Second lien loan, net of debt issue costs and 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 | 135,475 | 113,750 | ||
Total stockholders' deficit | 135,475 | 113,750 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficit and non-controlling interest | 135,475 | 113,750 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 135,475 | 113,750 | ||
Neff Corporation | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 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 | 188,923 | 179,096 | ||
Intercompany | (10,625) | (10,258) | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 178,298 | 168,838 | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Revolving credit facility, net | 0 | 0 | ||
Second lien loan, net of debt issue costs and original issue discount | 0 | 0 | ||
Payable pursuant to tax receivable agreement | 29,621 | 29,505 | ||
Deferred tax liability, net | 11,488 | 8,325 | ||
Total liabilities | 41,109 | 37,830 | ||
Stockholders' deficit | ||||
Additional paid-in capital | 45,342 | 43,927 | ||
Retained earnings | 30,119 | 26,540 | ||
Members' deficit | 0 | 0 | ||
Accumulated surplus | 0 | 0 | ||
Total stockholders' deficit | 75,700 | 70,705 | ||
Non-controlling interest | 61,489 | 60,303 | ||
Total stockholders' deficit and non-controlling interest | 137,189 | 131,008 | ||
Total liabilities and stockholders' deficit and non-controlling interest | 178,298 | 168,838 | ||
Class A Common Stock | ||||
Stockholders' deficit | ||||
Common stock | 89 | 88 | ||
Class A Common Stock | Eliminations | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class A Common Stock | Neff Rental LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class A Common Stock | Neff LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class A Common Stock | Neff Holdings LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class A Common Stock | Neff Corporation | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 89 | 88 | ||
Class B Common Stock | ||||
Stockholders' deficit | ||||
Common stock | 150 | 150 | ||
Class B Common Stock | Eliminations | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class B Common Stock | Neff Rental LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class B Common Stock | Neff LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class B Common Stock | Neff Holdings LLC | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | 0 | 0 | ||
Class B Common Stock | Neff Corporation | Reportable Legal Entities | ||||
Stockholders' deficit | ||||
Common stock | $ 150 | $ 150 |
SUPPLEMENTAL CONSOLIDATING ST47
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Rental revenues | $ 94,379 | $ 91,474 | $ 179,877 | $ 172,651 |
Equipment sales | 6,306 | 4,941 | 13,501 | 10,043 |
Parts and service | 3,440 | 3,245 | 6,624 | 6,550 |
Total revenues | 104,125 | 99,660 | 200,002 | 189,244 |
Cost of revenues | ||||
Cost of equipment sold | 3,993 | 2,963 | 8,946 | 6,074 |
Depreciation of rental equipment | 22,795 | 22,761 | 44,945 | 44,926 |
Cost of rental revenues | 22,815 | 21,675 | 45,078 | 41,608 |
Cost of parts and service | 2,016 | 1,799 | 3,813 | 3,604 |
Total cost of revenues | 51,619 | 49,198 | 102,782 | 96,212 |
Gross profit | 52,506 | 50,462 | 97,220 | 93,032 |
Other operating expenses | ||||
Selling, general and administrative expenses | 24,052 | 23,387 | 48,594 | 47,909 |
Other depreciation and amortization | 2,286 | 2,594 | 4,457 | 5,335 |
Total other operating expenses | 26,338 | 25,981 | 53,051 | 53,244 |
Income from operations | 26,168 | 24,481 | 44,169 | 39,788 |
Other expenses | ||||
Interest expense | 11,000 | 10,846 | 22,173 | 21,890 |
Adjustment to tax receivable agreement | 61 | 262 | 116 | 676 |
Loss on interest rate swap | 587 | 1,828 | 212 | 6,482 |
Total other expenses | 11,648 | 12,936 | 22,501 | 29,048 |
Income before income taxes | 14,520 | 11,545 | 21,668 | 10,740 |
Equity earnings in subsidiaries | 0 | 0 | 0 | 0 |
Provision for income taxes | (2,184) | (1,606) | (3,095) | (1,222) |
Net income | 12,336 | 9,939 | 18,573 | 9,518 |
Less: net income attributable to non-controlling interest | 9,086 | 7,319 | 13,597 | 7,050 |
Net income attributable to Neff Corporation | 3,250 | 2,620 | 4,976 | 2,468 |
Eliminations | ||||
Revenues | ||||
Rental revenues | 0 | 0 | 0 | 0 |
Equipment sales | 0 | 0 | 0 | 0 |
Parts and service | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | 0 | 0 |
Depreciation of rental equipment | 0 | 0 | 0 | 0 |
Cost of rental revenues | 0 | 0 | 0 | 0 |
Cost of parts and service | 0 | 0 | 0 | 0 |
Total cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Other depreciation and amortization | 0 | 0 | 0 | 0 |
Total other operating expenses | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Other expenses | ||||
Interest expense | 0 | 0 | 0 | 0 |
Adjustment to tax receivable agreement | 0 | 0 | 0 | 0 |
Loss on interest rate swap | 0 | 0 | 0 | 0 |
Total other expenses | 0 | 0 | 0 | 0 |
Income before income taxes | 0 | 0 | 0 | 0 |
Equity earnings in subsidiaries | (34,381) | (27,952) | (51,422) | (27,048) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income | (34,381) | (27,952) | (51,422) | (27,048) |
Less: net income attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributable to Neff Corporation | (34,381) | (27,952) | (51,422) | (27,048) |
Neff Rental LLC | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 94,379 | 91,474 | 179,877 | 172,651 |
Equipment sales | 6,306 | 4,941 | 13,501 | 10,043 |
Parts and service | 3,440 | 3,245 | 6,624 | 6,550 |
Total revenues | 104,125 | 99,660 | 200,002 | 189,244 |
Cost of revenues | ||||
Cost of equipment sold | 3,993 | 2,963 | 8,946 | 6,074 |
Depreciation of rental equipment | 22,795 | 22,761 | 44,945 | 44,926 |
Cost of rental revenues | 22,815 | 21,675 | 45,078 | 41,608 |
Cost of parts and service | 2,016 | 1,799 | 3,813 | 3,604 |
Total cost of revenues | 51,619 | 49,198 | 102,782 | 96,212 |
Gross profit | 52,506 | 50,462 | 97,220 | 93,032 |
Other operating expenses | ||||
Selling, general and administrative expenses | 24,052 | 23,387 | 48,594 | 47,909 |
Other depreciation and amortization | 2,286 | 2,594 | 4,457 | 5,335 |
Total other operating expenses | 26,338 | 25,981 | 53,051 | 53,244 |
Income from operations | 26,168 | 24,481 | 44,169 | 39,788 |
Other expenses | ||||
Interest expense | 11,000 | 10,846 | 22,173 | 21,890 |
Adjustment to tax receivable agreement | 0 | 0 | 0 | 0 |
Loss on interest rate swap | 587 | 1,828 | 212 | 6,482 |
Total other expenses | 11,587 | 12,674 | 22,385 | 28,372 |
Income before income taxes | 14,581 | 11,807 | 21,784 | 11,416 |
Equity earnings in subsidiaries | 0 | 0 | 0 | 0 |
Provision for income taxes | (92) | (50) | (111) | (50) |
Net income | 14,489 | 11,757 | 21,673 | 11,366 |
Less: net income attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributable to Neff Corporation | 14,489 | 11,757 | 21,673 | 11,366 |
Neff LLC | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 0 | 0 | 0 | 0 |
Equipment sales | 0 | 0 | 0 | 0 |
Parts and service | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | 0 | 0 |
Depreciation of rental equipment | 0 | 0 | 0 | 0 |
Cost of rental revenues | 0 | 0 | 0 | 0 |
Cost of parts and service | 0 | 0 | 0 | 0 |
Total cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Other depreciation and amortization | 0 | 0 | 0 | 0 |
Total other operating expenses | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Other expenses | ||||
Interest expense | 0 | 0 | 0 | 0 |
Adjustment to tax receivable agreement | 0 | 0 | 0 | 0 |
Loss on interest rate swap | 0 | 0 | 0 | 0 |
Total other expenses | 0 | 0 | 0 | 0 |
Income before income taxes | 0 | 0 | 0 | 0 |
Equity earnings in subsidiaries | 14,489 | 11,757 | 21,673 | 11,366 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income | 14,489 | 11,757 | 21,673 | 11,366 |
Less: net income attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributable to Neff Corporation | 14,489 | 11,757 | 21,673 | 11,366 |
Neff Holdings LLC | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 0 | 0 | 0 | 0 |
Equipment sales | 0 | 0 | 0 | 0 |
Parts and service | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | 0 | 0 |
Depreciation of rental equipment | 0 | 0 | 0 | 0 |
Cost of rental revenues | 0 | 0 | 0 | 0 |
Cost of parts and service | 0 | 0 | 0 | 0 |
Total cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Other depreciation and amortization | 0 | 0 | 0 | 0 |
Total other operating expenses | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Other expenses | ||||
Interest expense | 0 | 0 | 0 | 0 |
Adjustment to tax receivable agreement | 0 | 0 | 0 | 0 |
Loss on interest rate swap | 0 | 0 | 0 | 0 |
Total other expenses | 0 | 0 | 0 | 0 |
Income before income taxes | 0 | 0 | 0 | 0 |
Equity earnings in subsidiaries | 14,489 | 11,757 | 21,673 | 11,366 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income | 14,489 | 11,757 | 21,673 | 11,366 |
Less: net income attributable to non-controlling interest | 9,086 | 7,319 | 13,597 | 7,050 |
Net income attributable to Neff Corporation | 5,403 | 4,438 | 8,076 | 4,316 |
Neff Corporation | Reportable Legal Entities | ||||
Revenues | ||||
Rental revenues | 0 | 0 | 0 | 0 |
Equipment sales | 0 | 0 | 0 | 0 |
Parts and service | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Cost of revenues | ||||
Cost of equipment sold | 0 | 0 | 0 | 0 |
Depreciation of rental equipment | 0 | 0 | 0 | 0 |
Cost of rental revenues | 0 | 0 | 0 | 0 |
Cost of parts and service | 0 | 0 | 0 | 0 |
Total cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Other operating expenses | ||||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Other depreciation and amortization | 0 | 0 | 0 | 0 |
Total other operating expenses | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Other expenses | ||||
Interest expense | 0 | 0 | 0 | 0 |
Adjustment to tax receivable agreement | 61 | 262 | 116 | 676 |
Loss on interest rate swap | 0 | 0 | 0 | 0 |
Total other expenses | 61 | 262 | 116 | 676 |
Income before income taxes | (61) | (262) | (116) | (676) |
Equity earnings in subsidiaries | 5,403 | 4,438 | 8,076 | 4,316 |
Provision for income taxes | (2,092) | (1,556) | (2,984) | (1,172) |
Net income | 3,250 | 2,620 | 4,976 | 2,468 |
Less: net income attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributable to Neff Corporation | $ 3,250 | $ 2,620 | $ 4,976 | $ 2,468 |
SUPPLEMENTAL CONSOLIDATING ST48
SUPPLEMENTAL CONSOLIDATING STATEMENTS - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||||
Net income | $ 12,336 | $ 9,939 | $ 18,573 | $ 9,518 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 48,963 | 49,726 | ||
Amortization of debt issue costs | 834 | 765 | ||
Amortization of intangible assets | 439 | 535 | ||
Amortization of original issue discount | 176 | 147 | ||
Gain on sale of equipment | (4,555) | (3,969) | ||
Provision for bad debt | 429 | 862 | ||
Equity-based compensation | 1,399 | 1,098 | ||
Deferred income taxes | 2,984 | 1,222 | ||
Adjustment to tax receivable agreement | 61 | 262 | 116 | 676 |
Unrealized (gain) loss on interest rate swap | (286) | 6,183 | ||
Equity earnings in subsidiaries | 0 | 0 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 1,062 | 7,472 | ||
Inventories, prepaid expenses and other assets | (1,278) | (1,267) | ||
Accounts payable | 931 | (324) | ||
Accrued expenses and other liabilities | (1,537) | 882 | ||
Net cash provided by operating activities | 68,250 | 73,526 | ||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | (62,496) | (76,557) | ||
Proceeds from sale of equipment | 13,501 | 10,043 | ||
Purchases of property and equipment | (7,141) | (8,648) | ||
Net cash used in investing activities | (56,136) | (75,162) | ||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | (69,894) | (66,400) | ||
Borrowings under revolving credit facility | 69,594 | 82,500 | ||
Proceeds from option exercises | 17 | 0 | ||
Payments Related to Tax Withholding for Share-based Compensation | (52) | 0 | ||
Distributions to member | (44) | (138) | ||
Second Lien Loan prepayment | (11,830) | (3,349) | ||
Debt issue costs | 0 | (1,570) | ||
Common stock repurchases | 0 | 9,433 | ||
Common unit sales/repurchases | 0 | |||
Intercompany | 0 | 0 | ||
Net cash (used in) provided by financing activities | (12,209) | 1,610 | ||
Net decrease in cash and cash equivalents | (95) | (26) | ||
Cash and cash equivalents, beginning of period | 900 | 289 | ||
Cash and cash equivalents, end of period | 805 | 263 | 805 | 263 |
Eliminations | ||||
Cash Flows from Operating Activities | ||||
Net income | (34,381) | (27,952) | (51,422) | (27,048) |
Adjustments to reconcile net income 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 | 0 | 0 |
Unrealized (gain) loss on interest rate swap | 0 | 0 | ||
Equity earnings in subsidiaries | 34,381 | 27,952 | 51,422 | 27,048 |
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 | ||
Proceeds from option exercises | 0 | |||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Distributions to member | 0 | 0 | ||
Second Lien Loan prepayment | 0 | 0 | ||
Debt issue costs | 0 | |||
Common stock repurchases | 0 | |||
Common unit sales/repurchases | 0 | |||
Intercompany | 0 | 0 | ||
Net cash (used in) provided by financing activities | 0 | 0 | ||
Net decrease 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 | 0 | 0 |
Neff Rental LLC | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income | 14,489 | 11,757 | 21,673 | 11,366 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 48,963 | 49,726 | ||
Amortization of debt issue costs | 834 | 765 | ||
Amortization of intangible assets | 439 | 535 | ||
Amortization of original issue discount | 176 | 147 | ||
Gain on sale of equipment | (4,555) | (3,969) | ||
Provision for bad debt | 429 | 862 | ||
Equity-based compensation | 1,399 | 1,098 | ||
Deferred income taxes | 0 | 50 | ||
Adjustment to tax receivable agreement | 0 | 0 | 0 | 0 |
Unrealized (gain) loss on interest rate swap | (286) | 6,183 | ||
Equity earnings in subsidiaries | 0 | 0 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 1,062 | 7,472 | ||
Inventories, prepaid expenses and other assets | (1,278) | (1,267) | ||
Accounts payable | 931 | (324) | ||
Accrued expenses and other liabilities | (1,537) | 882 | ||
Net cash provided by operating activities | 68,250 | 73,526 | ||
Cash Flows from Investing Activities | ||||
Purchases of rental equipment | (62,496) | (76,557) | ||
Proceeds from sale of equipment | 13,501 | 10,043 | ||
Purchases of property and equipment | (7,141) | (8,648) | ||
Net cash used in investing activities | (56,136) | (75,162) | ||
Cash Flows from Financing Activities | ||||
Repayments under revolving credit facility | (69,894) | (66,400) | ||
Borrowings under revolving credit facility | 69,594 | 82,500 | ||
Proceeds from option exercises | 0 | |||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Distributions to member | (44) | (138) | ||
Second Lien Loan prepayment | (11,830) | (3,349) | ||
Debt issue costs | (1,570) | |||
Common stock repurchases | 0 | |||
Common unit sales/repurchases | 9,433 | |||
Intercompany | (35) | 2 | ||
Net cash (used in) provided by financing activities | (12,209) | 1,612 | ||
Net decrease in cash and cash equivalents | (95) | (24) | ||
Cash and cash equivalents, beginning of period | 900 | 287 | ||
Cash and cash equivalents, end of period | 805 | 263 | 805 | 263 |
Neff LLC | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income | 14,489 | 11,757 | 21,673 | 11,366 |
Adjustments to reconcile net income 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 | 0 | 0 |
Unrealized (gain) loss on interest rate swap | 0 | 0 | ||
Equity earnings in subsidiaries | (14,489) | (11,757) | (21,673) | (11,366) |
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 | ||
Proceeds from option exercises | 0 | |||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Distributions to member | 0 | 0 | ||
Second Lien Loan prepayment | 0 | 0 | ||
Debt issue costs | 0 | |||
Common stock repurchases | 0 | |||
Common unit sales/repurchases | 0 | |||
Intercompany | 0 | 0 | ||
Net cash (used in) provided by financing activities | 0 | 0 | ||
Net decrease 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 | 0 | 0 |
Neff Holdings LLC | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income | 14,489 | 11,757 | 21,673 | 11,366 |
Adjustments to reconcile net income 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 | 0 | 0 |
Unrealized (gain) loss on interest rate swap | 0 | 0 | ||
Equity earnings in subsidiaries | (14,489) | (11,757) | (21,673) | (11,366) |
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 | ||
Proceeds from option exercises | 0 | |||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Distributions to member | 0 | 0 | ||
Second Lien Loan prepayment | 0 | 0 | ||
Debt issue costs | 0 | |||
Common stock repurchases | 0 | |||
Common unit sales/repurchases | 0 | |||
Intercompany | 0 | 0 | ||
Net cash (used in) provided by financing activities | 0 | 0 | ||
Net decrease 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 | 0 | 0 |
Parent Company [Member] | Reportable Legal Entities | ||||
Cash Flows from Operating Activities | ||||
Net income | 3,250 | 2,620 | 4,976 | 2,468 |
Adjustments to reconcile net income 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 | 2,984 | 1,172 | ||
Adjustment to tax receivable agreement | 61 | 262 | 116 | 676 |
Unrealized (gain) loss on interest rate swap | 0 | 0 | ||
Equity earnings in subsidiaries | (5,403) | (4,438) | (8,076) | (4,316) |
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 | ||
Proceeds from option exercises | 17 | |||
Payments Related to Tax Withholding for Share-based Compensation | 52 | |||
Distributions to member | 0 | 0 | ||
Second Lien Loan prepayment | 0 | 0 | ||
Debt issue costs | 0 | |||
Common stock repurchases | (9,433) | |||
Common unit sales/repurchases | 9,433 | |||
Intercompany | 35 | (2) | ||
Net cash (used in) provided by financing activities | 0 | (2) | ||
Net decrease in cash and cash equivalents | 0 | (2) | ||
Cash and cash equivalents, beginning of period | 0 | 2 | ||
Cash and cash equivalents, end of period | $ 0 | $ 0 | $ 0 | $ 0 |