UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) |
| |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 30, 2015
or |
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¨
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-09061
ELECTRO RENT CORPORATION
(Exact name of registrant as specified in its charter)
|
| | |
California | | 95-2412961 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
6060 Sepulveda Boulevard, Van Nuys, California | | 91411-2501 |
(Address of principal executive offices) | | (Zip Code) |
(818) 787-2100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | o | | Accelerated filer | | ý |
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Non-accelerated filer | | o (Do not check if a smaller reporting company) | | Smaller reporting company | | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The number of shares outstanding of the issuer’s common stock as of January 6, 2016 was 24,127,743.
Electro Rent Corporation
Quarterly Report on Form 10-Q
For the Quarterly Period Ended November 30, 2015
TABLE OF CONTENTS
EXPLANATORY NOTE
In this report, unless the context indicates otherwise, the terms “Electro Rent,” “Company,” “we”, “us” and “our” refer to Electro Rent Corporation, a California corporation, and its consolidated subsidiaries.
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this report. Any statements that refer to projections of our future financial or operating performance, anticipated trends in our business, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results, are forward-looking statements.
We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any forward-looking statements presented in this report, or that we may make orally or in writing from time to time, are based on our beliefs and assumptions based on currently available information at the time such statements are made. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results may differ from our expectations, and those differences may be material.
Factors that could cause or contribute to these differences include, among others, those risks and uncertainties discussed under the sections contained in this Form 10-Q entitled “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk,” and “Part II, Item 1A. Risk Factors” as well as in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (including the “Risk Factors” discussed in Item 1A in that document), and our other filings with the Securities and Exchange Commission. The risks included in those documents are not exhaustive, and additional factors could adversely affect our business and financial performance. We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We are not undertaking any obligation to update any forward-looking statements. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.
Part I. - FINANCIAL INFORMATION
Item 1. Financial Statements.
ELECTRO RENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended November 30, | | Six Months Ended November 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Revenues: | | | | | | | |
Rentals and leases | $ | 32,173 |
| | $ | 33,469 |
| | $ | 64,476 |
| | $ | 67,358 |
|
Sales of equipment and other revenues | 11,137 |
| | 26,234 |
| | 32,177 |
| | 54,216 |
|
Total revenues | 43,310 |
| | 59,703 |
| | 96,653 |
| | 121,574 |
|
Operating expenses: | | | | | | | |
Depreciation of rental and lease equipment | 14,340 |
| | 14,670 |
| | 28,941 |
| | 28,585 |
|
Costs of rentals and leases, excluding depreciation | 4,275 |
| | 4,547 |
| | 9,187 |
| | 9,121 |
|
Costs of sales of equipment and other revenues | 6,814 |
| | 19,661 |
| | 21,680 |
| | 40,563 |
|
Selling, general and administrative expenses | 14,431 |
| | 14,598 |
| | 29,202 |
| | 29,619 |
|
Total operating expenses | 39,860 |
| | 53,476 |
| | 89,010 |
| | 107,888 |
|
Operating profit | 3,450 |
| | 6,227 |
| | 7,643 |
| | 13,686 |
|
Interest income/(expense), net | 78 |
| | 79 |
| | (164 | ) | | 182 |
|
Other income | 13 |
| | 1,390 |
| | 13 |
| | 1,390 |
|
Income before income taxes | 3,541 |
| | 7,696 |
| | 7,492 |
| | 15,258 |
|
Income tax provision | 1,351 |
| | 2,901 |
| | 2,832 |
| | 5,692 |
|
Net income | $ | 2,190 |
| | $ | 4,795 |
| | $ | 4,660 |
| | $ | 9,566 |
|
Earnings per share: | | | | | | | |
Basic | $ | 0.09 |
| | $ | 0.20 |
| | $ | 0.19 |
| | $ | 0.39 |
|
Diluted | $ | 0.09 |
| | $ | 0.20 |
| | $ | 0.19 |
| | $ | 0.39 |
|
Shares used in per share calculation: | | | | | | | |
Basic | 24,440 |
| | 24,404 |
| | 24,426 |
| | 24,380 |
|
Diluted | 24,447 |
| | 24,408 |
| | 24,433 |
| | 24,393 |
|
Cash dividend declared per share | $ | 0.13 |
| | $ | 0.20 |
| | $ | 0.25 |
| | $ | 0.40 |
|
See accompanying notes to consolidated financial statements (unaudited).
ELECTRO RENT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited) (in thousands, except share numbers)
|
| | | | | | | |
| November 30, 2015 | | May 31, 2015 |
Assets | | | |
Cash | $ | 6,594 |
| | $ | 4,064 |
|
Accounts receivable, net of allowance for doubtful accounts of $635 and $604 | 25,461 |
| | 33,863 |
|
Rental and lease equipment, net of accumulated depreciation of $237,447 and $241,116 | 217,356 |
| | 231,671 |
|
Other property, net of accumulated depreciation and amortization of $17,198 and $16,749 | 12,724 |
| | 13,120 |
|
Goodwill | 3,109 |
| | 3,109 |
|
Intangibles, net of accumulated amortization of $1,820 and $1,761 | 685 |
| | 744 |
|
Other assets | 19,256 |
| | 13,743 |
|
| $ | 285,185 |
| | $ | 300,314 |
|
Liabilities and Shareholders' Equity | | | |
Liabilities: | | | |
Bank borrowings | $ | — |
| | $ | 2,387 |
|
Accounts payable | 5,158 |
| | 8,234 |
|
Accrued expenses | 13,725 |
| | 18,487 |
|
Deferred revenue | 5,312 |
| | 5,576 |
|
Deferred tax liability | 33,920 |
| | 37,652 |
|
Total liabilities | 58,115 |
| | 72,336 |
|
Commitments and contingencies (Note 11) |
| |
|
Shareholders’ equity: | | | |
Preferred stock, $1 par - shares authorized 1,000,000, none issued | — |
| | — |
|
Common stock, no par - shares authorized 40,000,000; issued and outstanding November 30, 2015 - 24,127,743; May 31, 2015 - 24,108,176 | 40,989 |
| | 40,440 |
|
Retained earnings | 186,081 |
| | 187,538 |
|
Total shareholders’ equity | 227,070 |
| | 227,978 |
|
| $ | 285,185 |
| | $ | 300,314 |
|
See accompanying notes to consolidated financial statements (unaudited).
ELECTRO RENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in thousands)
|
| | | | | | | |
| Six Months Ended November 30, |
| 2015 | | 2014 |
Cash flows from operating activities: | | | |
Net income | $ | 4,660 |
| | $ | 9,566 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 29,567 |
| | 29,085 |
|
Rental and lease equipment impairment | 443 |
| | — |
|
Remeasurement (gain)/loss on foreign currency | 111 |
| | (7 | ) |
Provision for losses on accounts receivable | 260 |
| | 381 |
|
Gain on sale of rental and lease equipment | (6,483 | ) | | (6,625 | ) |
Stock compensation expense | 648 |
| | 649 |
|
Excess tax benefit for share-based compensation | (15 | ) | | (116 | ) |
Deferred income taxes | (3,732 | ) | | (4,526 | ) |
Change in operating assets and liabilities: | | | |
Accounts receivable | 7,515 |
| | (2,662 | ) |
Other assets | (6,067 | ) | | (4,194 | ) |
Accounts payable | (580 | ) | | 789 |
|
Accrued expenses | (4,607 | ) | | 1,199 |
|
Deferred revenue | (238 | ) | | (543 | ) |
Net cash provided by operating activities | 21,482 |
| | 22,996 |
|
Cash flows from investing activities: | | | |
Proceeds from sale of rental and lease equipment | 17,229 |
| | 16,168 |
|
Payments for purchase of rental and lease equipment | (27,278 | ) | | (32,985 | ) |
Payments for purchase of other property | (171 | ) | | (250 | ) |
Net cash used in investing activities | (10,220 | ) | | (17,067 | ) |
Cash flows from financing activities: | | | |
Borrowings under bank line of credit | 10,407 |
| | 31,070 |
|
Payments under bank line of credit | (12,794 | ) | | (28,227 | ) |
Minimum tax withholdings on share-based compensation | (114 | ) | | (10 | ) |
Excess tax benefit for share-based compensation | 15 |
| | 116 |
|
Payment of dividends | (6,215 | ) | | (9,902 | ) |
Net cash used in financing activities | (8,701 | ) | | (6,953 | ) |
Effect of exchange rate changes on cash | (31 | ) | | 278 |
|
Net increase (decrease) in cash | 2,530 |
| | (746 | ) |
Cash at beginning of period | 4,064 |
| | 5,946 |
|
Cash at end of period | $ | 6,594 |
| | $ | 5,200 |
|
| | | |
Interest paid, during the period | $ | 38 |
| | $ | 17 |
|
Income taxes paid, during the period | $ | 10,657 |
| | $ | 7,712 |
|
Dividends accrued during the period, not yet paid | $ | 57 |
| | $ | 104 |
|
Rental equipment acquisitions, not yet paid | $ | 1,981 |
| | $ | 3,843 |
|
Used equipment sales in accounts receivable and other assets, not yet collected | $ | 6,414 |
| | $ | 9,356 |
|
Transfers from other assets to rental and lease equipment | $ | 79 |
| | $ | 1,998 |
|
See accompanying notes to consolidated financial statements (unaudited).
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
Note 1: Basis of Presentation
The unaudited consolidated financial statements included herein have been prepared by Electro Rent Corporation, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Electro Rent Corporation and its wholly owned subsidiaries, Electro Rent, LLC, ER International, Inc., Electro Rent Europe NV, Electro Rent Asia, Inc. and Electro Rent (Beijing) Test and Measurement Equipment Rental Co., Ltd. (collectively “we”, “us”, or “our”). All intercompany balances and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such SEC rules and regulations. These unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, and disclosures that are, in our opinion, necessary for a fair presentation of our financial position and results of operations for the interim periods presented. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our latest Annual Report on Form 10-K filed with the SEC on August 13, 2015.
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosures of contingent assets and liabilities as of the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and results of operations for interim periods are not necessarily indicative of results to be expected for the full year.
Revenue Recognition
We generate revenues primarily through the rental and leasing of test and measurement equipment (“T&M”) and personal computer-related data products equipment (“DP”) and through the sale of new and used equipment. Rental revenues comprise short term agreements that can be daily, weekly or monthly. Rental revenues are recognized in the month they are due on the accrual basis of accounting. We lease equipment under both operating and finance lease agreements.
Our operating lease agreements have varying terms, typically one to three years. Upon lease termination, customers have the option to renew the lease term, purchase the equipment at fair market value, or continue to rent on a month-to-month basis. Our operating leases do not provide for contingent rentals. Revenues related to operating leases are recognized on a straight-line basis over the term of the lease. Negotiated lease early-termination charges are recognized upon receipt. Rentals and leases are primarily billed to customers in advance, and unearned billings are recorded as deferred revenue.
We enter into finance leases as lessor for some of our equipment. Our finance lease agreements contain bargain purchase options and are accounted for as sale-type leases. Revenues from finance leases, which are recorded at the present value of the aggregate future lease payments, net of unearned interest, are included in sales of equipment and other revenues in our consolidated statements of operations. Unearned interest is recognized over the life of the finance lease term using the effective interest method. Our finance lease terms vary, and are typically one to three years. The net investment in finance leases, which represents the receivables due from lessees, net of unearned interest, is included in other assets in our consolidated balance sheets. Historically, we have not required security deposits based on our assessed credit risk within our customer base.
Initial direct costs for operating and finance leases are insignificant.
Sales of new equipment are recognized in the period in which the equipment is delivered and risk of loss passes to the customer, while sales of used equipment from our rental and lease equipment pool are recognized in the period in which the equipment is shipped and risk of loss passes to the customer. In the case of equipment sold to customers that is already on rent or on lease to the same party, revenue is recognized at the agreed-upon date when the rent or lease term ends and the risk of loss passes to the customer.
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
The amount of revenue recognized for sales of new equipment depends on whether we sell as principal or as agent for the original equipment manufacturer. Prior to May 31, 2015, our sales of new equipment were derived primarily from the reseller agreement with Keysight Technologies, Inc. In fiscal 2016, we were able to enter into reseller agreements with other T&M equipment manufacturers, including Anritsu, Inc. ("Anritsu") and Rohde & Schwarz Gmbh & Co. KG ("Rohde & Schwarz"). Under the terms of the agreements we act as the principal with respect to sales of new equipment, based on several factors, including:
(1) We act as the primary obligor by working directly with our customers to define their needs, providing them with options to satisfy such needs, contracting directly with the customer, and, to the extent required, providing customers with instruction on the use of the product and additional technical support once the product is received by the customer. The original equipment manufacturer is not a party to our customer sales agreements, nor is it referenced in the agreements, and therefore has no obligation to our customers with the exception of the manufacturer’s standard warranty on the product;
(2) We bear back-end risk of inventory loss with respect to any product return from the customer as the original equipment manufacturer is not required to accept returns of equipment from us. Under the reseller agreement with Keysight, we also bore front-end risk of inventory loss in those cases where we acquired products for resale into our equipment pool prior to shipment to customers;
(3) We have full discretion in setting pricing terms with our customers and negotiate all such terms ourselves; and
(4) We assume all credit risk.
In situations where we act as principal, the gross sales of new equipment are recorded in sales of equipment and other revenues, while the related equipment costs, including the purchase price from the original equipment manufacturer, are recorded in costs of sales of equipment and other revenues in our consolidated statements of operations.
We are currently establishing new resale relationships, where we may act as an agent for the original equipment manufacturer. Under those arrangements, we recognize revenue only on the commissions that we receive, which are recorded in other revenue within the sales of equipment and other revenues in our consolidated statement of operations.
Other revenues, which primarily include billings to customers for delivery and repairs, are recognized in the period in which the respective services are performed.
Operating Expenses
Costs of rentals and leases, excluding depreciation, primarily include labor related costs of our operations personnel, supplies, repairs, insurance and warehousing costs associated with our rental and lease equipment, relating to our rental and lease revenues. Costs of rentals and leases included impairment charges of $0 and $443 related to our T&M rental and lease equipment during the three and six months ended November 30, 2015. No impairments occurred for the three and six months ended November 30, 2014.
Costs of sales of equipment and other revenues primarily include the cost of new equipment and the carrying value of used equipment sold.
Selling, general and administrative (“SG&A”) expenses include sales and advertising costs, payroll and related benefit costs, insurance expenses, property taxes on our property and rental and lease equipment, legal and professional fees, and administrative overhead. Advertising costs are expensed as incurred. Total advertising expenses were $373 and $590 for the three and six months ended November 30, 2015 and $250 and $419 for the three and six months ended November 30, 2014. SG&A expenses also included shipping and handling costs of $929 and $1,873 for the three and six months ended November 30, 2015 and $1,085 and $2,121 for the three and six months ended November 30, 2014.
Foreign Currency
The U.S. dollar has been determined to be the functional currency of all foreign subsidiaries. The euro, Canadian dollar and Chinese yuan are our primary foreign currencies. The assets and liabilities of our foreign subsidiaries are remeasured from their local currency to U.S. dollars at current or historic exchange rates, as appropriate. Revenues and expenses are remeasured from any foreign currencies to U.S. dollars using historic or average monthly exchange rates, as appropriate, for the month in which the transaction occurred. Remeasurement gains and losses are included in SG&A expenses or income taxes, as appropriate. The assets, liabilities, revenues and expenses of our foreign operations that are susceptible to foreign currency fluctuations are
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
individually less than 10% of our respective consolidated amounts. Net remeasurement gains and losses have not been significant.
We enter into forward contracts to hedge against unfavorable currency fluctuations in our monetary assets and liabilities in our European, Chinese and Canadian operations. These contracts are designed to minimize the effect of fluctuations in foreign currencies. To qualify for hedge accounting, contracts must reduce the foreign currency exchange rate and interest rate risk otherwise inherent in the amount and duration of the hedged exposures and comply with established risk management policies. Our derivative instruments are not designated as hedging instruments and, therefore, are recorded at fair value as an asset or liability, and any changes in fair value are recorded in our consolidated statements of operations. We do not use derivative financial instruments for speculative trading purposes.
The fair values of our foreign exchange forward contracts in the consolidated balance sheets are shown in the table below:
|
| | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | Consolidated Balance Sheet Location | | November 30, 2015 | | May 31, 2015 |
Foreign exchange forward contracts | | Other assets | | $ | 12 |
| | $ | (16 | ) |
The table below provides data about the amount of gains and losses recognized in income for derivative instruments not designated as hedging instruments:
|
| | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Three Months Ended November 30, 2015 | | Three Months Ended November 30, 2014 |
Foreign exchange forward contracts | | SG&A expenses | | $ | 149 |
| | $ | 508 |
|
|
| | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Six Months Ended November 30, 2015 | | Six Months Ended November 30, 2014 |
Foreign exchange forward contracts | | SG&A expenses | | $ | 177 |
| | $ | 381 |
|
Other Assets
We include demonstration equipment used in connection with our resale activity in other assets for a period of up to two years. Demonstration equipment is recorded at the lower of cost or estimated market value until the units are sold or transferred to our rental and lease equipment pool. Demonstration equipment transferred to our rental and lease equipment pool is depreciated over its remaining estimated useful life.
We also have a Supplemental Executive Retirement Plan (“SERP”) that provides for automatic deferral of contributions in excess of the maximum amount permitted under the 401(k) for our executives who choose to participate. The SERP is a non-qualified deferred compensation program. We have the option to match contributions of participants at a rate we determine each year.
Other assets consisted of the following:
|
| | | | | | | |
| November 30, 2015 | | May 31, 2015 |
Demonstration equipment | $ | 4,937 |
| | $ | 81 |
|
Net investment in sales-type leases | 4,737 |
| | 5,876 |
|
Prepaid expenses and other | 3,677 |
| | 4,265 |
|
SERP | 3,274 |
| | 3,521 |
|
Income taxes receivable | 2,631 |
| | — |
|
| $ | 19,256 |
| | $ | 13,743 |
|
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board and the International Accounting Standards Board issued guidance to establish a new, more robust framework for the recognition of revenue related to the transfer of goods and services to customers. This guidance is effective for reporting periods beginning after December 15, 2017, including interim reporting
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
periods within that reporting period. The impact this guidance will have on the consolidated financial statements cannot be determined at this time.
Other Comprehensive Income
Comprehensive income is equivalent to net income for all periods presented.
Out-of-period Adjustment
During the second quarter of fiscal 2015, we identified $1.3 million of previously recognized revenue which the Company was not entitled to recognize. We determined this adjustment to be immaterial to our current and previously filed financial statements. We have recorded this out-of-period adjustment as a reduction to sales of equipment and other revenues and an increase to accrued expenses for the quarter ended November 30, 2014.
Note 2: Cash and Cash Equivalents
We consider highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. We held no cash equivalents at November 30, 2015 and May 31, 2015 except for the money market funds that are part of our SERP assets.
Note 3: Fair Value Measurements
We measure certain financial assets and liabilities at fair value on a recurring basis, including SERP assets and liabilities, and foreign currency derivatives. The fair value of financial assets and liabilities can be determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows:
Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and
Level 3 – Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as those that may be used with internally-developed valuation models.
Our assets and liabilities measured at fair value on a recurring basis were determined as follows:
|
| | | | | | | | | | | | | | | |
| November 30, 2015 |
| Quoted Prices in Active Markets for Identical Instruments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Balance |
Assets | | | | | | | |
SERP | | | | | | | |
Money market fund | $ | 35 |
| | $ | — |
| | $ | — |
| | $ | 35 |
|
Mutual funds | 3,239 |
| | — |
| | — |
| | 3,239 |
|
Foreign exchange forward contracts | — |
| | 12 |
| | — |
| | 12 |
|
Total assets measured at fair value | $ | 3,274 |
| | $ | 12 |
| | $ | — |
| | $ | 3,286 |
|
| | | | | | | |
Liabilities | | | | | | | |
SERP | $ | 3,274 |
| | $ | — |
| | $ | — |
| | $ | 3,274 |
|
Total liabilities measured at fair value | $ | 3,274 |
| | $ | — |
| | $ | — |
| | $ | 3,274 |
|
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | |
| May 31, 2015 |
| Quoted Prices in Active Markets for Identical Instruments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Balance |
Assets | | | | | | | |
SERP | | | | | | | |
Money market fund | $ | 166 |
| | $ | — |
| | $ | — |
| | $ | 166 |
|
Mutual funds | 3,355 |
| | — |
| | — |
| | 3,355 |
|
Total assets measured at fair value | $ | 3,521 |
| | $ | — |
| | $ | — |
| | $ | 3,521 |
|
| | | | | | | |
Liabilities | | | | | | | |
SERP | $ | 3,521 |
| | $ | — |
| | $ | — |
| | $ | 3,521 |
|
Foreign exchange forward contracts | — |
| | 16 |
| | — |
| | 16 |
|
Total liabilities measured at fair value | $ | 3,521 |
| | $ | 16 |
| | $ | — |
| | $ | 3,537 |
|
The fair value measures for our SERP assets and liabilities were derived from quoted market prices in active markets and are included in Level 1 inputs. Our SERP assets include money market and mutual funds, which we classify as trading securities. Foreign currency forward contracts were valued based on observable market spot and forward rates as of our reporting date and are included in Level 2 inputs.
Note 4: Equity Incentive Plan
Our 2005 Equity Incentive Plan (the “Equity Incentive Plan”), as amended and restated, authorizes our Board of Directors to grant incentive and non-statutory stock option grants, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards and performance share awards covering a maximum of 1,000 shares of our common stock. Pursuant to the Equity Incentive Plan, we have granted restricted stock units to directors, officers and key employees.
Restricted Stock Units
Each vested restricted stock unit entitles the holder to be issued one share of common stock. The vested restricted stock units settle into common stock on the earliest of (i) the first January 1st after the fifth anniversary of the grant, (ii) a change of control, or (iii) termination of the holder’s employment or membership on our Board of Directors. Restricted stock units vest according to a vesting schedule determined by the Compensation Committee of our Board of Directors, generally over a one to three year period.
The following table represents restricted stock unit activity for the six months ended November 30, 2015:
|
| | | | | | |
| Restricted Stock Units | | Weighted – Average Grant Date Fair Value |
Nonvested at June 1, 2015 | 129 |
| | $ | 16.75 |
|
Granted | 182 |
| | 11.24 |
|
Vested | (71 | ) | | 16.43 |
|
Forfeited/canceled | (6 | ) | | 16.72 |
|
Nonvested at November 30, 2015 | 234 |
| | $ | 12.57 |
|
We granted 78 and 182 restricted stock units during the three and six months ended November 30, 2015 and 18 and 87 restricted stock units during the three and six months ended November 30, 2014.
Under the terms of our restricted stock unit agreements, nonvested restricted stock unit awards contain forfeitable rights to dividends. Because the dividends are forfeitable, the restricted stock units are defined as non-participating securities. As of
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
November 30, 2015, we have unrecognized share-based compensation cost of approximately $2,488 associated with restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of approximately 2.2 years.
We had 315 and 397 vested restricted stock units outstanding as of November 30, 2015 and 2014, respectively, which receive dividends following vesting and are convertible to common shares five years after the grant date.
Accounting for Share-Based Payments
Accounting guidance requires all share-based payments to employees, including grants of restricted stock units, to be recognized as compensation expense in the consolidated financial statements based on their fair values. Compensation expense is recognized over the period that an employee provides service in exchange for the award, which is approximately three years.
Forfeitures are estimated at the date of grant based on historical experience. We use the market price of our common stock on the date of grant to calculate the fair value of each grant of restricted stock units.
We recorded $375 and $648 of share-based compensation as part of SG&A expenses for the three and six months ended November 30, 2015 and $361 and $649 for the three and six months ended November 30, 2014.
We receive a tax deduction for certain restricted stock units on the date the related shares are issued, generally for (1) the fair value of our common stock at the date of issuance and (2) for dividends paid on vested restricted stock units where the underlying shares have not been issued. Excess tax benefits are realized when restricted stock units are issued and the tax deductions (fair value at issuance) are greater than the compensation expense for financial reporting purposes (fair value at the date of grant). Shortfalls are realized when the fair value at issuance is less than the fair value at grant. For the six months ended November 30, 2015 and 2014, we realized a total excess tax benefit of $15 and $116, respectively.
Note 5: Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets consist of purchased customer relationships and trade names.
Our goodwill and intangibles at November 30, 2015 are the result of our acquisition of Equipment Management Technology, Inc. on August 24, 2011, Telogy LLC on March 31, 2010, and Rush Computer Rentals, Inc. on January 31, 2006.
The changes in carrying amount of goodwill and other intangible assets for the six months ended November 30, 2015 were as follows:
|
| | | | | | | | | | | | | | | |
| Balance as of June 1, 2015 (net of amortization) | | Additions | | Amortization | | Balance as of November 30, 2015 |
Goodwill | $ | 3,109 |
| | $ | — |
| | $ | — |
| | $ | 3,109 |
|
Trade name | 411 |
| | — |
| | — |
| | 411 |
|
Customer relationships | 333 |
| | — |
| | (59 | ) | | 274 |
|
| $ | 3,853 |
| | $ | — |
| | $ | (59 | ) | | $ | 3,794 |
|
Goodwill is not deductible for tax purposes.
We evaluate the recoverability of goodwill and indefinite-lived intangible assets annually as of May 31, and whenever events or changes in circumstances indicate to us that the carrying amount may not be recoverable. There were no conditions that indicated any impairment of goodwill or identifiable intangible assets as of November 30, 2015 and May 31, 2015.
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
Intangible assets with finite useful lives are amortized over their respective estimated useful lives. The following tables provide a summary of our intangible assets:
|
| | | | | | | | | | | | | | |
| November 30, 2015 |
| Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Trade name | — |
| | $ | 411 |
| | $ | — |
| | $ | 411 |
|
Customer relationships | 3-8 years |
| | 2,094 |
| | (1,820 | ) | | 274 |
|
| | | $ | 2,505 |
| | $ | (1,820 | ) | | $ | 685 |
|
| | | | | | | |
| May 31, 2015 |
| Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Trade name | — |
| | $ | 411 |
| | $ | — |
| | $ | 411 |
|
Customer relationships | 3-8 years |
| | 2,094 |
| | (1,761 | ) | | 333 |
|
| | | $ | 2,505 |
| | $ | (1,761 | ) | | $ | 744 |
|
Amortization expense related to intangible assets was $30 and $59 for the three and six months ended November 30, 2015 and $29 and $41 for the three and six months ended November 30, 2014, respectively.
Amortization expense for customer relationships is included in SG&A expenses. The following table provides estimated future amortization expense related to intangible assets as of November 30, 2015:
|
| | | | |
Year ending May 31, | | Future Amortization |
2016 (remaining) | | $ | 59 |
|
2017 | | 118 |
|
2018 | | 97 |
|
2019 | | — |
|
2020 | | — |
|
| | $ | 274 |
|
Note 6: Borrowings
On November 19, 2013, we entered into a credit agreement (the “Credit Agreement”) with J.P. Morgan Chase Bank, National Association (“JPM”), as administrative agent, J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, and a syndicate of lenders. The Credit Agreement provides for a $25,000 revolving credit facility, including swingline loans and letters of credit. The Credit Agreement expires on November 30, 2017.
We have an option to increase the commitments under the Credit Agreement by up to an additional $25,000, upon our request and subject to the lenders electing to increase their commitments or by means of the addition of new lenders. Borrowings under the Credit Agreement bear interest at a rate equal to, at our election, the applicable rate for a “Eurodollar Loan” or a “CB Floating Rate Loan.” Eurodollar Loan advances accrue interest at a per annum interest rate equal to (i) the quotient (rounded upwards to the next 1/16th of 1%) of (a) the applicable LIBO Rate, divided by (b) one minus the maximum aggregate reserve requirement (expressed as a decimal) imposed under Federal Reserve Board Regulation D (the “Adjusted LIBO Rate”), plus (ii) 0.75%. CB Floating Rate Loan advances accrue interest at a per annum interest rate equal to (i) the higher of (a) JPM’s Prime Rate or (b) the Adjusted LIBO Rate for a one month interest period plus 2.5%, minus (ii) 2.0%. In addition, we pay a commitment fee of 0.10% of the unused amount if the average borrowing under the Credit Agreement is less than or equal to $8,000 on a quarterly basis.
The Credit Agreement contains customary affirmative and negative covenants (which are in some cases subject to certain exceptions), including, but not limited to, restrictions on the ability to incur additional indebtedness, create liens, make certain investments, make restricted payments, enter into or undertake certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Credit Agreement requires us to maintain minimum earnings and tangible net worth. We were in compliance with all financial covenants at November 30, 2015.
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
We had no borrowings outstanding under the Credit Agreement at November 30, 2015 and $2,387 of borrowings outstanding at May 31, 2015. The weighted average interest rate under the line of credit was approximately 1.25% at May 31, 2015.
Note 7: Sales-Type Leases
We have certain customer leases providing bargain purchase options, which are accounted for as sales-type leases. Interest income is recognized over the life of the lease using the effective interest method.
The initial acceptance of customer finance arrangements is based on a review of each customer’s credit profile, which may include the review of third party credit reports, customer financial statements and/or bank verifications. We monitor the credit quality of our sales-type lease portfolio based on payment activity and the related finance lease receivable aging. This credit quality is assessed on a monthly basis. Our historical losses on finance lease receivables are insignificant, and therefore we do not have a specific allowance for credit losses.
The minimum lease payments receivable and the net investment included in other assets for such leases were as follows:
|
| | | | | | | |
| November 30, 2015 | | May 31, 2015 |
Gross minimum lease payments receivable | $ | 4,906 |
| | $ | 6,109 |
|
Less – unearned interest | (169 | ) | | (233 | ) |
Net investment in sales-type lease receivables | $ | 4,737 |
| | $ | 5,876 |
|
The following table provides estimated future minimum lease payments by year related to sales-type leases:
|
| | | | |
Year ending May 31, | | Future Payments |
2016 (remaining) | | $ | 2,357 |
|
2017 | | 2,211 |
|
2018 | | 320 |
|
2019 | | 18 |
|
2020 | | — |
|
| | $ | 4,906 |
|
Note 8: Segment Reporting and Related Disclosures
Accounting guidance establishes reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available and is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. In order to determine our operating segments, we considered the following: an operating segment is a component of an enterprise (i) that engages in business activities from which it may earn revenues and incur expenses, (ii) whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (iii) for which discrete financial information is available. In accordance with this guidance, we have identified two operating segments in our business: our T&M and DP businesses.
In the past, we concluded that although we had separate operating segments for T&M and DP equipment, these two segments could be aggregated into a single reportable segment because they had similar economic characteristics and qualitative factors. However, as a result of a change in economic characteristics in fiscal 2015 in our T&M segment, primarily attributable to the expiration of the Keysight reseller agreement and greater competition in the marketplace, we concluded that we no longer expected similar economic characteristics and qualitative factors to continue in the future. As such, management determined that the operating segments should no longer be aggregated. Following the change in the composition of our reportable operating segments, we restated the segment information for fiscal 2015.
Our equipment pool, based on acquisition cost, consisted of $417,562 of T&M equipment and $37,241 of DP equipment at November 30, 2015 and $434,963 of T&M equipment and $37,824 of DP equipment at May 31, 2015. Additional segment asset information is not available.
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
Revenues for these operating segments were as follows for the three months ended November 30, 2015 and 2014:
|
| | | | | | | | | | | |
| T&M | | DP | | Total |
2015 | | | | | |
Rentals and leases | $ | 27,467 |
| | $ | 4,706 |
| | $ | 32,173 |
|
Sales of equipment and other revenues | 10,489 |
| | 648 |
| | 11,137 |
|
Segment and consolidated total | $ | 37,956 |
| | $ | 5,354 |
| | $ | 43,310 |
|
| | | | | |
2014 | | | | | |
Rentals and leases | $ | 28,789 |
| | $ | 4,680 |
| | $ | 33,469 |
|
Sales of equipment and other revenues | 25,758 |
| | 476 |
| | 26,234 |
|
Segment and consolidated total | $ | 54,547 |
| | $ | 5,156 |
| | $ | 59,703 |
|
Revenues for these operating segments were as follows for the six months ended November 30, 2015 and 2014:
|
| | | | | | | | | | | |
| T&M | | DP | | Total |
2015 | | | | | |
Rentals and leases | $ | 54,597 |
| | $ | 9,879 |
| | $ | 64,476 |
|
Sales of equipment and other revenues | 31,032 |
| | 1,145 |
| | 32,177 |
|
Segment and consolidated total | $ | 85,629 |
| | $ | 11,024 |
| | $ | 96,653 |
|
| | | | | |
2014 | | | | | |
Rentals and leases | $ | 58,038 |
| | $ | 9,320 |
| | $ | 67,358 |
|
Sales of equipment and other revenues | 53,233 |
| | 983 |
| | 54,216 |
|
Segment and consolidated total | $ | 111,271 |
| | $ | 10,303 |
| | $ | 121,574 |
|
Depreciation of rental and lease equipment for these operating segments was as follows for the three and six months ended November 30, 2015 and 2014:
|
| | | | | | | |
| Three Months Ended November 30, |
| 2015 | | 2014 |
T&M | $ | 13,246 |
| | $ | 13,603 |
|
DP | 1,094 |
| | 1,067 |
|
Segment and consolidated total | $ | 14,340 |
| | $ | 14,670 |
|
|
| | | | | | | |
| Six Months Ended November 30, |
| 2015 | | 2014 |
T&M | $ | 26,695 |
| | $ | 26,529 |
|
DP | 2,246 |
| | 2,056 |
|
Segment and consolidated total | $ | 28,941 |
| | $ | 28,585 |
|
Amortization expense is not material and is included in SG&A expenses.
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
We consider the marginal contribution as our measure of segment profit or loss. The marginal contribution is calculated as operating revenue less operating costs and direct and allocated SG&A expenses. Marginal contribution for these operating segments was as follows for the three and six months ended November 30, 2015 and 2014:
|
| | | | | | | |
| Three Months Ended November 30, |
| 2015 | | 2014 |
T&M | $ | 9,939 |
| | $ | 12,735 |
|
DP | 2,175 |
| | 1,693 |
|
Total marginal contribution of operating segments | 12,114 |
| | 14,428 |
|
Deduct: | | | |
Unallocated SG&A expenses | 8,664 |
| | 8,201 |
|
Add: | | | |
Interest income (expense), net | 78 |
| | 79 |
|
Other income | 13 |
| | 1,390 |
|
Income before income taxes | $ | 3,541 |
| | $ | 7,696 |
|
|
| | | | | | | |
| Six Months Ended November 30, |
| 2015 | | 2014 |
T&M | $ | 20,515 |
| | $ | 26,453 |
|
DP | 4,240 |
| | 3,371 |
|
Total marginal contribution of operating segments | 24,755 |
| | 29,824 |
|
Deduct: | | | |
Unallocated SG&A expenses | 17,112 |
| | 16,138 |
|
Add: | | | |
Interest income (expense), net | (164 | ) | | 182 |
|
Other income | 13 |
| | 1,390 |
|
Income before income taxes | $ | 7,492 |
| | $ | 15,258 |
|
No single customer accounted for more than 10% of total revenues during the six months ended November 30, 2015 and 2014.
We conduct rental, leasing and sales activities in foreign countries. Selected country information is presented below:
|
| | | | | | | | | | | | | | | |
| Three Months Ended November 30, | | Six Months Ended November 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Revenues: 1 | | | | | | | |
U.S. | $ | 35,576 |
| | $ | 50,245 |
| | $ | 79,923 |
| | $ | 101,397 |
|
Other 2 | 7,734 |
| | 9,458 |
| | 16,730 |
| | 20,177 |
|
Total | $ | 43,310 |
| | $ | 59,703 |
| | $ | 96,653 |
| | $ | 121,574 |
|
|
| | | | | | | |
| As of |
| November 30, 2015 | | May 31, 2015 |
Net Long-Lived Assets: 3 | | | |
U.S. | $ | 180,978 |
| | $ | 197,514 |
|
Other 2 | 49,102 |
| | 47,277 |
|
Total | $ | 230,080 |
| | $ | 244,791 |
|
| |
1 | Revenues by country are based on the shipping destination. |
| |
2 | Other consists of countries other than the U.S. Each foreign country individually accounts for less than 10% of the total consolidated revenues and net long-lived assets. |
| |
3 | Net long-lived assets include rental and lease equipment and other property, net of accumulated depreciation and amortization. |
ELECTRO RENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar and share amounts in thousands, except per share amounts)
Note 9: Computation of Earnings per Share
The following is a reconciliation of the denominator used in the computation of basic and diluted earnings per share for the three months ended November 30, 2015 and 2014:
|
| | | | | | | | | | | | | | | |
| Three Months Ended November 30, | | Six Months Ended November 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Denominator: | | | | | | | |
Denominator for basic earnings per share - weighted average common shares outstanding (including shares issuable for vested restricted stock units) | 24,440 |
| | 24,404 |
| | 24,426 |
| | 24,380 |
|
Effect of unvested restricted stock units | 7 |
| | 4 |
| | 7 |
| | 13 |
|
Diluted shares used in per share calculation | 24,447 |
|
| 24,408 |
|
| 24,433 |
|
| 24,393 |
|
Net income | $ | 2,190 |
| | $ | 4,795 |
| | $ | 4,660 |
| | $ | 9,566 |
|
Earnings per share: | | | | | | | |
Basic | $ | 0.09 |
| | $ | 0.20 |
|
| $ | 0.19 |
|
| $ | 0.39 |
|
Diluted | $ | 0.09 |
| | $ | 0.20 |
|
| $ | 0.19 |
|
| $ | 0.39 |
|
We did not include 113 shares in the calculation of diluted earnings per share for the three and six months ended November 30, 2015 and 83 for the three and six months ended November 31, 2014 as to do so would be antidilutive.
Note 10: Income Taxes
We recognize a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are periodically reviewed for recoverability.
Accounting guidance for uncertain tax positions prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.
We recognize the tax impact from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax impact recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We recognize interest, penalties and foreign currency gains and losses with respect to uncertain tax positions as components of our income tax provision. Accrued interest and penalties are included within accrued expenses in the consolidated balance sheet. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no uncertain tax positions in fiscal 2016 and 2015.
We are subject to taxation in the U.S., as well as various state and foreign jurisdictions. We have substantially settled all income tax matters for the United States federal jurisdiction for years through fiscal 2011. Major state jurisdictions have been examined through fiscal years 2004 and 2005, and foreign jurisdictions have not been examined for their respective initial statutory periods of approximately 3 years.
Note 11: Commitments and Contingencies
We are subject to legal proceedings and business disputes involving ordinary routine legal proceedings and claims incidental to our business. The ultimate legal and financial liability with respect to such matters generally cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements or awards against us. Estimates for losses from litigation are made after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, we may be required to record either more or less litigation expense. We are not involved in any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our financial condition, results of operations or cash flows.
Note 12: Other Income
In the second quarter of fiscal 2015, we recognized other income from a $1.4 million settlement received as one of the plaintiffs in a class action lawsuit involving the purchase of certain computer products.
Note 13: Subsequent Events
On December 14, 2015, our Board of Directors declared a quarterly cash dividend of $0.125 per common share. The dividend will be paid on January 8, 2016 to shareholders of record as of December 24, 2015.
On December 2, 2015, we entered into Amendment Number One to Credit Agreement (the “Credit Agreement Amendment”) with J.P. Morgan Chase Bank, National Association, as administrative agent, J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, and a syndicate of lenders. The Credit Agreement Amendment extended the maturity date of the Credit Agreement from November 18, 2016 to November 30, 2017.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion addresses (a) our financial condition as of November 30, 2015 and May 31, 2015, (b) the results of our operations for the three and six months ended November 30, 2015 and 2014, and (c) our cash flows for the six months ended November 30, 2015 and 2014. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and the Risk Factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2015, to which you are directed for additional information.
Overview
We are a global organization devoted to the rental, lease and sale of new and used electronic test and measurement (“T&M”) equipment. We purchase T&M equipment from leading manufacturers such as Keysight Technologies, Inc. (formerly Agilent Technologies, Inc., “Keysight”), Anritsu, Inc. ("Anritsu"), Rohde & Schwarz Gmbh & Co. KG ("Rohde & Schwarz") and Tektronix Inc. Our customers rent, lease and buy our T&M equipment, and use that equipment primarily in the aerospace and defense, telecommunications, electronics, industrial and semiconductor industries.
In addition, although it represented only approximately 11.4% of our revenues for the first six months of fiscal 2016, our Data Products ("DP") division is a large United States rental segment offering personal computers from leading manufacturers.
Our Businesses
Our businesses are as follows:
| |
• | Rental and Lease Business. We rent and lease state-of-the-art electronic equipment. We maintain an equipment portfolio comprising T&M and DP equipment purchased from leading manufacturers, which we warehouse in various locations around the world to enable us to serve rental and lease customers. |
| |
• | Used Equipment Sales. We sell used T&M and DP equipment that we previously held for rent and lease. Used equipment is sold at substantial discounts compared to new equipment, and provides an economic advantage for customers seeking ownership of used equipment. All of our used equipment has been maintained and serviced by our professional maintenance team, and our customers have confidence in the quality of the used equipment purchased from us. |
| |
• | New Equipment Sales. We sell new T&M equipment. We were, through May 31, 2015, an authorized reseller of certain new Keysight T&M products and services to small and medium size customers in the United States and Canada. Substantially all of our new equipment sales prior to May 31, 2015 were through our Keysight reseller agreement. In the first quarter of fiscal 2016, we entered into reseller agreements with other T&M equipment manufacturers, including Anritsu and Rohde & Schwarz. |
Our Sales Strategy
We have a focused sales strategy, using a direct sales force to meet our customers’ needs in our T&M equipment rental, lease and sales business. We have an experienced, highly technical sales force that specializes in all the products and services offered by our Company. Our sales force identifies potential customers through coordinated efforts with our marketing organization, which is staffed by professionals with many years of industry-related experience. As our customers have a wide range of requirements for equipment, our sales force is able to leverage our extensive knowledge of the T&M and DP equipment environment to determine the right product to rent, lease or sell to the customer.
Our Equipment Management Strategy
To maximize our overall profitability from the rental, leasing, and sales of equipment, we manage our equipment pool on an on-going basis by controlling the timing, pricing and mix of our purchases and sales of equipment. We acquire new and used equipment for our rental pool to meet current technological standards and current and anticipated customer demand, and we sell our used equipment where we believe that is the most lucrative option. We employ a complex equipment management strategy utilizing our proprietary PERFECT software to adjust our equipment pool and pricing on a dynamic basis in order to maximize equipment availability, utilization and profitability. We manage each specific equipment class based on a separate assessment of that equipment’s historical and projected life cycle and numerous other factors, including the U.S. and global economy, interest rates and new product launches. If we do not accurately predict market trends, or if demand for the equipment we supply declines, we can be left with equipment that we are unable to rent or sell for a profit. We assess the carrying value of the
equipment pool on an annual basis or more frequently when factors indicating potential impairment are present. We recognized $0.4 million of equipment impairment charges related to our equipment pool during the six months ended November 30, 2015.
Foreign Operations and Hedging
Due to our foreign operations in Europe, Canada and China, we have revenue, expenses, assets and liabilities in foreign currencies, primarily the euro, Canadian dollar and Chinese yuan. We enter into forward contracts to hedge against unfavorable currency fluctuations in our monetary assets and liabilities in our European, Chinese and Canadian operations. As a result of these forward contracts, we were able to reduce the impact of foreign currency fluctuations flowing through our operating results during the six months ended November 30, 2015.
Profitability and Key Business Trends
The following is a summary of certain financial metrics, comparing the first six months of fiscal 2016 to the first six months of fiscal 2015, that our management deem important indicators of the performance of the Company:
| |
• | our rental and lease revenues decreased by 4.3% to $64.5 million from $67.4 million primarily due to a softening in certain industries we serve, a negative effect of a decline in foreign exchange rates and a decrease in rental/lease rates as a result of competition; |
| |
• | our sales of equipment and other revenues decreased by 40.7% to $32.2 million from $54.2 million primarily due to a decrease in new equipment sales of $22.5 million as a result of expiration of the Keysight reseller agreement; |
| |
• | our operating profit decreased 44.2% to $7.6 million from $13.7 million primarily due to the decrease in revenues without a commensurate decrease in costs and expenses; |
| |
• | our net income decreased 51.3% to $4.7 million from $9.6 million; |
| |
• | our net income per diluted common share (EPS) decreased 51.3% to $0.19 from $0.39; |
| |
• | our net income (annualized) as a percentage of average assets declined to 3.2% from 6.4%; and |
| |
• | our net income (annualized) as a percentage of average equity declined to 4.1% from 8.3%. |
Comparison of Three Months Ended November 30, 2015 and November 30, 2014
Revenues
Total revenues for the three months ended November 30, 2015 and 2014 were $43.3 million and $59.7 million, respectively. The 27.5% decrease in total revenues was due to a 3.9% decrease in rental and lease revenues and a 57.5% decrease in sales of equipment and other revenues.
Rental and Lease Revenues
Rental and lease revenues for the three months ended November 30, 2015 were $32.2 million, compared to $33.5 million for the same period of the prior fiscal year as follows:
|
| | | | | | | |
| Three Months Ended November 30, |
2015 | | 2014 |
T&M rental and lease revenue | $ | 27,467 |
| | $ | 28,789 |
|
DP rental and lease revenue | 4,706 |
| | 4,680 |
|
| $ | 32,173 |
| | $ | 33,469 |
|
Our T&M rental and lease revenues decreased by $1.3 million due to a decrease in rental and lease rates of $1.6 million partially offset by an increase in demand of $0.3 million. The decrease in rates was primarily driven by competition, a change in product mix, and a $0.7 million decrease resulting from a change in foreign exchange rates affecting our European and Canadian operations. We also saw a softening in telecommunications and semiconductor manufacturing sectors while demand for aerospace and defense products increased.
The DP rental and lease revenues remained relatively consistent to fiscal 2015.
Sales and Other Revenues
Sales of equipment and other revenues decreased to $11.1 million for the second quarter of fiscal 2016 from $26.2 million for the second quarter of fiscal 2015 as follows:
|
| | | | | | | |
| Three Months Ended November 30, |
2015 | | 2014 |
Sales of new equipment | $ | 2,978 |
| | $ | 16,534 |
|
Sales of used equipment and other revenues | 8,159 |
| | 9,700 |
|
| $ | 11,137 |
| | $ | 26,234 |
|
The decrease in sales of new equipment in second quarter of fiscal 2016 as compared to the second quarter of fiscal 2015 is primarily a result of the expiration of the Keysight reseller agreement on May 31, 2015. The decrease in sales of used equipment and other revenues is primarily due to a decrease in used equipment sales as a result of a large buyout of equipment on rent and lease in the second quarter of fiscal 2015. This decrease was partially offset by an increase in other revenue primarily due to the negative effect a $1.3 million non-recurring, out-of-the-period adjustment that impacted other revenue in fiscal 2015.
Substantially all of our new equipment sales prior to May 31, 2015 were through the Keysight reseller agreement. Keysight elected not to renew our reseller agreement on its expiration on May 31, 2015, as part of a strategic decision to pursue a direct sales approach. In fiscal 2016, we entered into reseller agreements with other T&M equipment manufacturers, including Anritsu and Rohde & Schwarz. The expiration of the Keysight reseller agreement will continue to affect our new equipment sales, and consequently our revenues and net income, as we look to rebuild our new equipment sales under reseller agreements with these new resellers. Of the $3.0 million of new equipment sold during the second quarter of fiscal 2016, $1.7 million related to the fulfillment of the Keysight backlog.
Operating Expenses
Depreciation expense in the second quarter of fiscal 2016 declined to $14.3 million as compared to $14.7 million in the second quarter of fiscal 2015. However, the depreciation ratio, as a percentage of rental and lease revenues, increased to 44.6% in the second quarter of fiscal 2016 from 43.8% in the second quarter of fiscal 2015 as T&M rental and lease revenues decreased.
Costs of rentals and leases, excluding depreciation, which primarily includes labor related costs of our operations personnel, supplies, repairs, equipment subrentals and insurance and warehousing costs associated with our rental and lease equipment, remained relatively consistent at $4.3 million and $4.5 million for the three months ended November 30, 2015 and 2014, respectively. Generally, this expense remains consistent as our existing infrastructure is capable of handling moderate changes in rental and lease activity.
Costs of sales of equipment and other revenues, which primarily include the cost of equipment sales, decreased to $6.8 million in the second quarter of fiscal 2016 from $19.7 million in the same period of fiscal 2015, which is in line with the decrease in sales of equipment revenues. Costs of sales of equipment and other revenues, as a percentage of sales of equipment and other revenues, decreased to 61.2% in the second quarter of fiscal 2016 from 74.9% in the second quarter of fiscal 2015. This decrease is primarily due to a shift in sales mix favoring used T&M equipment sales, which generally result in higher margins than new equipment sales. Our sales margin percentage is expected to fluctuate from quarter to quarter depending on the mix of used and new equipment sales and is impacted by competition.
SG&A expenses remained relatively consistent at $14.4 million in the second quarter of fiscal 2016 and $14.6 million in the second quarter of 2015. Although we have reduced selling costs in our SG&A expenses in the second quarter of fiscal 2016, compared to the same period in fiscal 2015, these reductions have been primarily offset by certain short-term administrative costs. As a percentage of total revenues, SG&A expenses increased to 33.3% in the second quarter of fiscal 2016 from 24.5% in the second quarter of fiscal 2015, due to a decrease in our revenue without a commensurate decrease in SG&A expenses. While sales of new equipment declined in fiscal 2016, we maintained the majority of our sales team as their knowledge and experience are a key competitive differentiator for our business, and we believe that they will be instrumental in developing revenues under the new reseller agreements.
Operating Profit
Our operating profit decreased 44.6%, or $2.7 million, to $3.5 million for the three months ended November 30, 2015 from $6.2 million for the three months ended November 30, 2014. As compared to the same period in the prior fiscal year, our rental and lease business contributed $0.7 million less to operating profit, resulting from a $1.3 million decrease in rental and lease revenues offset by a $0.3 million decrease in our depreciation expense and a $0.3 million decrease in our costs of rentals and leases, excluding depreciation. Operating profit from sales of equipment and other revenues decreased by $2.3 million as compared to fiscal 2015 as our sales of equipment and other revenues decreased by $15.1 million while our related costs decreased by $12.8 million. Our SG&A expenses decreased by $0.2 million as compared to fiscal 2015.
Average Acquisition Cost of Equipment
The following table sets forth the average acquisition cost of our equipment on rent and lease:
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| | | | | | | | | | |
Average acquisition cost of equipment on rent and lease (in millions) | Three Months Ended November 30, |
2015 | | 2014 | | Change |
T&M | $ | 264.5 |
| | $ | 261.4 |
| | 1.2 | % |
DP | $ | 13.5 |
| | $ | 13.7 |
| | (1.5 | )% |
Average T&M acquisition cost of equipment on rent and lease for the three months ended November 30, 2015 increased as compared to the same period in fiscal 2015 due to an increase in demand. Average DP acquisition cost of equipment decreased due to decreased demand for DP products in the second quarter of fiscal 2016 as compared to the second quarter in fiscal 2015.
Average Rental and Lease Rates
Average T&M rental and lease rates decreased by 5.7% while the average DP rental and lease rates increased by 2.2% for the three months ending November 30, 2015 as compared to the second quarter in fiscal 2015. The decrease in T&M rates is due to competition in the marketplace, the negative effect of exchange rates on our European and Canadian operations and a change in product mix. The increase in DP rates is the result of changes in DP product mix.
Average Utilization
Average utilization for our T&M equipment pool, calculated based on average acquisition cost of equipment on rent and lease compared to the average total equipment pool, decreased to 64.5% for the three months ended November 30, 2015 from 66.0% for the three months ended November 30, 2014. The decrease is primarily due to a large transfer of Keysight demonstration equipment into our rental pool upon the expiration of the Keysight resale agreement on May 31, 2015. The average utilization of our DP equipment pool, based on the same method of calculation, increased to 39.8% from 39.2% for the three months ended November 30, 2015 and 2014. Our utilization rate is impacted by new equipment purchases in support of existing and potential business, sales of used equipment and transfers of demonstration equipment into our rental pool.
Income Tax Provision
Our effective tax rate increased to 38.2% in the second quarter of fiscal 2016 from 37.7% in the second quarter of fiscal 2015. The increase is due to a decline in pretax income relative to the levels of permanent tax differences during the second quarter of fiscal 2015 and to higher losses in our China operations for which we receive no tax benefit.
Comparison of Six Months Ended November 30, 2015 and November 30, 2014
Revenues
Total revenues for the six months ended November 30, 2015 and 2014 were $96.7 million and $121.6 million, respectively. The 20.5% decrease in total revenues was due to a 4.3% decrease in rental and lease revenues and a 40.7% decrease in sales of equipment and other revenues.
Rental and Lease Revenues
Rental and lease revenues for the six months ended November 30, 2015 were $64.5 million, compared to $67.4 million for the same period of the prior fiscal year as follows:
|
| | | | | | | |
| Six Months Ended November 30, |
2015 | | 2014 |
T&M rental and lease revenue | $ | 54,597 |
|
| $ | 58,038 |
|
DP rental and lease revenue | 9,879 |
| | 9,320 |
|
| $ | 64,476 |
| | $ | 67,358 |
|
Our T&M rental and lease revenues decreased by $3.4 million primarily due to a decrease in rental and lease rates of $3.6 million partially offset by an increase in demand of $0.2 million. The decrease in rates was primarily driven by competition and a change in product mix and included the effect of a decrease in foreign exchange rates of $1.5 million affecting our European and Canadian operations.
The decrease in T&M rental and lease business was partially offset by a $0.6 million increase in DP rental and lease revenues primarily due to an increase in demand.
Sales and Other Revenues
Sales of equipment and other revenues decreased to $32.2 million for the first six months of fiscal 2016 from $54.2 million in the prior fiscal year as follows:
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| | | | | | | |
| Six Months Ended November 30, |
2015 | | 2014 |
Sales of new equipment | $ | 13,821 |
| | $ | 36,342 |
|
Sales of used equipment and other revenues | 18,356 |
| | 17,874 |
|
| $ | 32,177 |
| | $ | 54,216 |
|
The decrease in sales of equipment and other revenues for the six months ended November 30, 2015 as compared to fiscal 2015 was primarily the result of a decrease in sales of new equipment, partially offset by a $0.5 million increase in sales of used equipment and other revenues. Sales of new equipment decreased by $22.5 million, or 62.0%, as a result of the expiration of the Keysight reseller agreement. Sales of used equipment and other revenue increased compared to prior period primarily due to the negative effect of a $1.3 million non-recurring, out-of-period adjustment that impacted other revenue in fiscal 2015.
Substantially all of our new equipment sales prior to May 31, 2015 were through our Keysight reseller agreement. Keysight elected not to renew our reseller agreement on its expiration on May 31, 2015, as part of a strategic decision to pursue a direct sales approach. In fiscal 2016, we entered into reseller agreements with other T&M equipment manufacturers, including Anritsu and Rohde & Schwarz. The expiration of the Keysight reseller agreement will continue to affect our new equipment sales, and consequently our revenues and net income, as we fulfill our existing backlog of sales and look to rebuild our new equipment sales under reseller agreements with these new resellers. Of the $13.8 million of new equipment sold during fiscal 2016, $11.4 million related to the fulfillment of the Keysight backlog.
Operating Expenses
Depreciation of rental and lease equipment for the first six months of fiscal 2016 and 2015 remained relatively consistent at $28.9 million and $28.6 million, respectively. Depreciation as a percentage of rental and lease revenues also increased from 42.4% to 44.9% for the six months ended November 30, 2014 and 2015, respectively, due to a decrease in rental and lease revenues.
Costs of rentals and leases, excluding depreciation, which primarily include labor related costs of our operations personnel, supplies, repairs, equipment subrentals, insurance and warehousing costs associated with our rental and lease equipment, remained consistent at $9.2 million for the six months ended November 30, 2015 compared to $9.1 million for the six months ended November 30, 2014.
Costs of sales of equipment and other revenues, which primarily include the cost of equipment sales, decreased to $21.7 million in the first six months of fiscal 2016 from $40.6 million in the same period of fiscal 2015 primarily due to a decrease in sales of equipment and other revenue. Costs of sales of equipment and other revenues as a percentage of sales of equipment and other revenues decreased to 67.4% in the first six months of fiscal 2016 from 74.8% in fiscal 2015. This decrease was primarily due to a change in product mix with a decline in new equipment sales, while used equipment sales, which generally result in higher margins, remained consistent. Our sales margin percentage is expected to fluctuate from quarter to quarter depending on the mix of used and new equipment sales and is also impacted by competition.
Selling, general and administrative expenses decreased slightly to $29.2 million in the first six months of fiscal 2016 compared to $29.6 million for the first six months of fiscal 2015. Although we have reduced selling costs in our SG&A expenses for the six months of fiscal 2016, compared to the same period in fiscal 2015, these reductions have been primarily offset by certain short-term administrative costs. As a percentage of total revenues, SG&A expenses increased to 30.2% for the first six months of fiscal 2016 compared to 24.4% for the first six months of fiscal 2015 primarily due to a decrease in revenue without a commensurate decrease in SG&A expenses. While sales of new equipment declined in fiscal 2016, we did not implement any reductions in our sales team. The knowledge and experience of our sales team are a key competitive differentiator for our business, and we believe that they will be instrumental in developing revenues under the new reseller agreements.
Operating Profit
Our operating profit decreased 44.2%, or $6.0 million, to $7.6 million for the first six months of fiscal 2016 from $13.7 million for the first six months of fiscal 2015. As compared to the same period in the prior fiscal year, our rental and lease business contributed $3.3 million less to operating profit, resulting from a $2.9 million decrease in rental and lease revenues, a $0.4 million increase in depreciation expense, and a $0.1 million increase in our costs of rentals and leases, excluding depreciation. Operating profit from sales of equipment and other revenues decreased by $3.1 million as compared to fiscal 2015 as our sales of equipment and other revenues decreased by $22.0 million while the related costs decreased by $18.9 million. Our SG&A expenses decreased by $0.4 million as compared to fiscal 2015.
Average Acquisition Cost of Equipment
The following table sets forth the average acquisition cost of our equipment on rent and lease:
|
| | | | | | | | | | |
Average acquisition cost of equipment on rent and lease (in millions) | Six Months Ended November 30, |
2015 | | 2014 | | Change |
T&M | $ | 261.1 |
| | $ | 260.1 |
| | 0.4 | % |
DP | $ | 14.0 |
| | $ | 13.2 |
| | 6.1 | % |
Average T&M acquisition cost of equipment on rent and lease for the six months ended November 30, 2015 remained consistent to fiscal 2015 levels. Our average acquisition cost of DP equipment on rent and lease for the six months ended November 30, 2015 increased as compared to fiscal 2015 due to an increase in demand for DP products.
Average Rental and Lease Rates
Average T&M rates decreased by 6.2% for the six months ending November 30, 2015 while average DP rates increased by 0.4% for the six months ended November 30, 2015 as compared to the same period for the prior fiscal year. The decrease in T&M rental rates is due to competition in the marketplace, the negative effect of exchange rates on our European and Canadian operations and a change in product mix. The increase in DP rates is the result of an increase in demand in fiscal 2016 as compared to fiscal 2015.
Average Utilization
Average utilization for our T&M equipment pool, calculated based on average acquisition cost of equipment on rent and lease compared to the average total equipment pool, decreased to 63.4% from 64.9% for the six months ended November 30, 2015 and 2014, respectively. The decrease is primarily due to a large transfer of Keysight demonstration equipment into our rental pool upon the expiration of the Keysight resale agreement on May 31, 2015. The average utilization of our DP equipment pool, based on the same method of calculation, increased to 41.6% from 38.6% for the six months ended November 30, 2015 and
2014, respectively. Our utilization rate is impacted by new equipment purchases in support of existing and potential business, transfers of demonstration equipment into the rental and lease equipment pool, and sales of used equipment.
Backlog
As of November 30, 2015, our sales order backlog for T&M equipment relating to our resale channel was $1.0 million, a decrease of 89.6% from $9.6 million at November 30, 2014. The decrease is primarily due to the expiration of the Keysight resale agreement on May 31, 2015. Backlog represents the cumulative balance, at a given point in time, of recorded customer sales orders that have not yet been shipped or recognized as sales. Although backlog consists of firm orders for which goods and services are yet to be provided, customers can, and sometimes do, terminate or modify these orders. Backlog, on any particular date, while indicative of short-term revenue performance, is not necessarily a reliable indicator of medium or long-term revenue performance.
Income Tax Provision
Our effective tax rate increased to 37.8% in the first six months of fiscal 2016 from 37.3% in the first six months of fiscal 2015 primarily due to a decline in pretax income relative to the levels of permanent tax differences and to higher losses in our China operations for which we receive no tax benefit.
Liquidity and Capital Resources
Capital Expenditures
Our primary capital expenditures have been for purchases of rental and lease equipment. We generally purchase equipment throughout the year to replace equipment that has been sold and to maintain adequate levels of rental equipment to meet existing and expected customer demands. Our equipment purchases will fluctuate based on changes in our utilization, used equipment sales activity and technology trends. To meet current rental demand, support areas of potential growth for both T&M and DP equipment, and to keep our equipment pool technologically up-to-date, we paid for $27.3 million of rental and lease equipment purchases during the first six months of fiscal 2016, compared to $33.0 million during the first six months of fiscal 2015, a decline of 17.3%.
Dividends Paid
We paid dividends of $0.25 and $0.40 per common share during the first six months ended November 30, 2015 and 2014, respectively, amounting to an aggregate of $6.2 million and $9.9 million during the first six months of fiscal 2016 and 2015, respectively. Payment of future dividends is at the discretion of our Board of Directors and depends on sales, profitability and other performance metrics of the Company, subject to compliance with applicable law.
Cash
The balance of our cash was $6.6 million at November 30, 2015, an increase of $2.5 million from May 31, 2015, due to cash provided by operating activities of $21.5 million partially offset by cash used in financing activities of $8.7 million and cash used in investing activities of $10.2 million. Outside our normal operations and equipment purchases, we use our cash to pay dividends to shareholders.
Cash Flows and Credit Facility
During the first six months of fiscal 2016 and 2015, net cash provided by operating activities was $21.5 million and $23.0 million, respectively. The decrease of $1.5 million in net cash provided by operating activities for the first six months of fiscal 2016 was primarily due to a $5.0 million decrease in net income and a $2.9 million increase in income taxes paid offset by changes in working capital, primarily accounts receivable.
During the first six months of fiscal 2016 and 2015, net cash used in investing activities was $10.2 million and $17.1 million, respectively. The decrease in cash used in investing activities for the first six months of fiscal 2016 was primarily due to a decrease in payments for purchases of rental and lease equipment of $5.7 million and an increase in proceeds from sale of rental and lease equipment of $1.0 million.
Net cash used in financing activities was $8.7 million and $7.0 million for the first six months of fiscal 2016 and 2015, respectively. Borrowings under our bank line of credit were $10.4 million for the first six months of fiscal 2016 compared to $31.1 million for the first six months of fiscal 2015. Payments under our bank line of credit were $12.8 million for the six months ended November 30, 2015 compared to $28.2 million for the six months ended November 30, 2014. Payments of dividends decreased to $6.2 million for the first six months of fiscal 2016 from $9.9 million for the first six months in fiscal 2015.
At November 30, 2015 we had no borrowings and $25 million available credit under our Credit Facility. At November 30, 2014, borrowings under our Credit Facility were $2.4 million.
We believe that cash, cash flows from operating activities, proceeds from the sale of equipment and our borrowing capacity will be sufficient to fund our operations for at least the next twelve months.
Contractual Obligations
Our contractual obligations have not changed materially from those included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On a regular basis, we review these estimates, including those related to asset lives and depreciation methods, impairment of long-lived assets including rental and lease equipment, goodwill and definite lived intangible assets, allowance for doubtful accounts and income taxes, and adjust them as appropriate. These estimates are based on our historical experience and on various other assumptions we believe to be reasonable under the circumstances.
These determinations, even though inherently subjective and subject to change, affect the reported amounts of our assets, liabilities and expenses. While we believe that our estimates are based on reasonable assumptions and judgments at the time they are made, some of our assumptions, estimates and judgments will inevitably prove to be incorrect. As a result, actual outcomes will likely differ from our accruals, and those differences—positive or negative—could be material.
We identified certain critical accounting policies that affect certain of our more significant estimates and assumptions used in preparing our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015. Those include our policies related to Asset Lives and Depreciation Methods, Impairment of Long-Lived Assets, Goodwill Impairment, and Revenue Recognition. We have not made any material changes to these policies as previously disclosed in our Annual Report.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
During the first six months of fiscal 2016, there were no material changes in the information regarding market risk contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015.
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Item 4. | Controls and Procedures. |
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in this report is: (1) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
As of November 30, 2015, the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective for their intended purpose described above.
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), known to our Chief Executive Officer or our Chief Financial Officer, that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.
PART II. - OTHER INFORMATION
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Item 1. | Legal Proceedings. |
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this report, we are not a party to any material litigation, other than ordinary routine legal proceedings and claims incidental to our business.
In addition to the other information set forth in this report, you should carefully consider the discussion of various risks and uncertainties contained in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015. We believe those risk factors are the most relevant to our business and could cause our results to differ materially from the forward-looking statements made by us. However, those are not the only risk factors that we face. Additional risks that we do not consider material, or of which we are not currently aware, may also have an adverse impact on us. Our business, financial condition, and results of operations could be seriously harmed if any of these risks or uncertainties actually occurs or materializes. In that event, the market price for our common stock could decline, and our shareholders may lose all or part of their investment.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
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Item 3. | Defaults Upon Senior Securities. |
None.
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Item 4. | Mine Safety Disclosures. |
Not applicable.
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Item 5. | Other Information. |
None.
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Exhibit No. | | Document Description | | Incorporation by Reference |
| | |
10.1 | | Amendment Number One dated as of November 27, 2015 to Credit Agreement by and among Electro Rent Corporation, JPMorgan Chase Bank, National Association, as administrative agent, J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, and the lenders party thereto, dated as of November 19, 2013. | | Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 12, 2015. |
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10.2* | | Separation Agreement and Release, dated August 31, 2015, by and between Electro Rent Corporation and Craig Jones. | | Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 3, 2015. |
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10.3* | | Consulting Agreement, dated August 31, 2015, by and between Electro Rent Corporation and Craig Jones. | | Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 3, 2015. |
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31.1 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | | Filed herewith. |
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31.2 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | | Filed herewith. |
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32.1** | | Section 1350 Certification by Chief Executive Officer | | Furnished herewith. |
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32.2** | | Section 1350 Certification by Chief Financial Officer | | Furnished herewith. |
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101.INS | | XBRL Instance Document. | | |
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101.SCH | | XBRL Taxonomy Extension Schema Document. | | |
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101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. | | |
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101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. | | |
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101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. | | |
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101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. | | |
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* | Management contract or compensation plan or arrangement. |
** | This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
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| | | | | ELECTRO RENT CORPORATION |
| | | |
Date: | January 7, 2016 | | | | /s/ Allen Sciarillo |
| | | | | Allen Sciarillo Vice President of Finance and Acting Chief Financial Officer (Principal Financial and Accounting Officer and duly authorized to sign this report on behalf of the company) |
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
By Principal Executive Officer
I, Daniel Greenberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Electro Rent Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 7, 2016
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| /s/ Daniel Greenberg |
| Daniel Greenberg Chief Executive Officer |
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
By Principal Financial Officer
I, Allen Sciarillo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Electro Rent Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 7, 2016
|
| |
| |
| /s/ Allen Sciarillo |
| Allen Sciarillo Vice President of Finance and Acting Chief Financial Officer |
EXHIBIT 32.1
Section 1350 Certification
By Principal Executive Officer
I, Daniel Greenberg, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report on Form 10-Q of Electro Rent Corporation (the “Company”) for the quarter ended November 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission upon request.
Date: January 7, 2016
|
| |
| |
| /s/ Daniel Greenberg |
| Daniel Greenberg Chief Executive Officer |
EXHIBIT 32.2
Section 1350 Certification
By Principal Financial Officer
I, Allen Sciarillo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report on Form 10-Q of Electro Rent Corporation (the “Company”) for the quarter ended November 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission upon request.
Date: January 7, 2016
|
| |
| |
| /s/ Allen Sciarillo |
| Allen Sciarillo Vice President of Finance and Acting Chief Financial Officer |
v3.3.1.900
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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Revenues: |
|
|
|
|
|
Rentals and leases |
|
$ 32,173
|
$ 33,469
|
$ 64,476
|
$ 67,358
|
Sales of equipment and other revenues |
|
11,137
|
26,234
|
32,177
|
54,216
|
Total revenues |
[1] |
43,310
|
59,703
|
96,653
|
121,574
|
Operating expenses: |
|
|
|
|
|
Depreciation of rental and lease equipment |
|
14,340
|
14,670
|
28,941
|
28,585
|
Costs of rentals and leases, excluding depreciation |
|
4,275
|
4,547
|
9,187
|
9,121
|
Costs of sales of equipment and other revenues |
|
6,814
|
19,661
|
21,680
|
40,563
|
Selling, general and administrative expenses |
|
14,431
|
14,598
|
29,202
|
29,619
|
Total operating expenses |
|
39,860
|
53,476
|
89,010
|
107,888
|
Operating profit |
|
3,450
|
6,227
|
7,643
|
13,686
|
Interest income/(expense), net |
|
78
|
79
|
(164)
|
182
|
Other income |
|
13
|
1,390
|
13
|
1,390
|
Income before income taxes |
|
3,541
|
7,696
|
7,492
|
15,258
|
Income tax provision |
|
1,351
|
2,901
|
2,832
|
5,692
|
Net income |
|
$ 2,190
|
$ 4,795
|
$ 4,660
|
$ 9,566
|
Earnings per share: |
|
|
|
|
|
Basic (in dollars per share) |
|
$ 0.09
|
$ 0.20
|
$ 0.19
|
$ 0.39
|
Diluted (in dollars per share) |
|
$ 0.09
|
$ 0.20
|
$ 0.19
|
$ 0.39
|
Shares used in per share calculation: |
|
|
|
|
|
Basic (in shares) |
|
24,440
|
24,404
|
24,426
|
24,380
|
Diluted (in shares) |
|
24,447
|
24,408
|
24,433
|
24,393
|
Cash dividend declared per share (in dollars per share) |
|
$ 0.125
|
$ 0.20
|
$ 0.25
|
$ 0.40
|
|
|
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v3.3.1.900
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands |
Nov. 30, 2015 |
May. 31, 2015 |
Assets |
|
|
Cash |
$ 6,594
|
$ 4,064
|
Accounts receivable, net of allowance for doubtful accounts of $635 and $604 |
25,461
|
33,863
|
Rental and lease equipment, net of accumulated depreciation of $237,447 and $241,116 |
217,356
|
231,671
|
Other property, net of accumulated depreciation and amortization of $17,198 and $16,749 |
12,724
|
13,120
|
Goodwill |
3,109
|
3,109
|
Intangibles, net of accumulated amortization of $1,820 and $1,761 |
685
|
744
|
Other assets |
19,256
|
13,743
|
Total assets |
285,185
|
300,314
|
Liabilities: |
|
|
Bank borrowings |
0
|
2,387
|
Accounts payable |
5,158
|
8,234
|
Accrued expenses |
13,725
|
18,487
|
Deferred revenue |
5,312
|
5,576
|
Deferred tax liability |
33,920
|
37,652
|
Total liabilities |
$ 58,115
|
$ 72,336
|
Commitments and contingencies (Note 11) |
|
|
Shareholders’ equity: |
|
|
Preferred stock, $1 par - shares authorized 1,000,000, none issued |
$ 0
|
$ 0
|
Common stock, no par - shares authorized 40,000,000; issued and outstanding November 30, 2015 - 24,127,743; May 31, 2015 - 24,108,176 |
40,989
|
40,440
|
Retained earnings |
186,081
|
187,538
|
Total shareholders’ equity |
227,070
|
227,978
|
Total liabilities and shareholders' equity |
$ 285,185
|
$ 300,314
|
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v3.3.1.900
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Nov. 30, 2015 |
May. 31, 2015 |
Statement of Financial Position [Abstract] |
|
|
Allowance for doubtful accounts |
$ 635
|
$ 604
|
Accumulated depreciation on rental and lease equipment |
237,447
|
241,116
|
Accumulated depreciation and amortization for other property |
17,198
|
16,749
|
Accumulated amortization of intangibles |
$ 1,820
|
$ 1,761
|
Preferred stock, par value |
$ 1
|
$ 1
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
|
|
Common stock, par value |
|
|
Common stock, shares authorized |
40,000,000
|
40,000,000
|
Common stock, shares issued |
24,127,743
|
24,108,176
|
Common stock, shares outstanding |
24,127,743
|
24,108,176
|
X |
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v3.3.1.900
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Cash flows from operating activities: |
|
|
Net income |
$ 4,660
|
$ 9,566
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
29,567
|
29,085
|
Rental and lease equipment impairment |
443
|
0
|
Remeasurement (gain)/loss on foreign currency |
111
|
(7)
|
Provision for losses on accounts receivable |
260
|
381
|
Gain on sale of rental and lease equipment |
(6,483)
|
(6,625)
|
Stock compensation expense |
648
|
649
|
Excess tax benefit for share-based compensation |
(15)
|
(116)
|
Deferred income taxes |
(3,732)
|
(4,526)
|
Change in operating assets and liabilities: |
|
|
Accounts receivable |
7,515
|
(2,662)
|
Other assets |
(6,067)
|
(4,194)
|
Accounts payable |
(580)
|
789
|
Accrued expenses |
(4,607)
|
1,199
|
Deferred revenue |
(238)
|
(543)
|
Net cash provided by operating activities |
21,482
|
22,996
|
Cash flows from investing activities: |
|
|
Proceeds from sale of rental and lease equipment |
17,229
|
16,168
|
Payments for purchase of rental and lease equipment |
(27,278)
|
(32,985)
|
Payments for purchase of other property |
(171)
|
(250)
|
Net cash used in investing activities |
(10,220)
|
(17,067)
|
Cash flows from financing activities: |
|
|
Borrowings under bank line of credit |
10,407
|
31,070
|
Payments under bank line of credit |
(12,794)
|
(28,227)
|
Minimum tax withholdings on share-based compensation |
(114)
|
(10)
|
Excess tax benefit for share-based compensation |
15
|
116
|
Payment of dividends |
(6,215)
|
(9,902)
|
Net cash used in financing activities |
(8,701)
|
(6,953)
|
Effect of exchange rate changes on cash |
(31)
|
278
|
Net increase (decrease) in cash |
2,530
|
(746)
|
Cash at beginning of period |
4,064
|
5,946
|
Cash at end of period |
6,594
|
5,200
|
Supplemental Cash Flow Information |
|
|
Interest paid, during the period |
38
|
17
|
Income taxes paid, during the period |
10,657
|
7,712
|
Dividends accrued during the period, not yet paid |
57
|
104
|
Rental equipment acquisitions, not yet paid |
1,981
|
3,843
|
Used equipment sales in accounts receivable and other assets, not yet collected |
6,414
|
9,356
|
Transfers from other assets to rental and lease equipment |
$ 79
|
$ 1,998
|
X |
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v3.3.1.900
Basis of Presentation
|
6 Months Ended |
Nov. 30, 2015 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation The unaudited consolidated financial statements included herein have been prepared by Electro Rent Corporation, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Electro Rent Corporation and its wholly owned subsidiaries, Electro Rent, LLC, ER International, Inc., Electro Rent Europe NV, Electro Rent Asia, Inc. and Electro Rent (Beijing) Test and Measurement Equipment Rental Co., Ltd. (collectively “we”, “us”, or “our”). All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such SEC rules and regulations. These unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, and disclosures that are, in our opinion, necessary for a fair presentation of our financial position and results of operations for the interim periods presented. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our latest Annual Report on Form 10-K filed with the SEC on August 13, 2015. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosures of contingent assets and liabilities as of the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and results of operations for interim periods are not necessarily indicative of results to be expected for the full year. Revenue Recognition We generate revenues primarily through the rental and leasing of test and measurement equipment (“T&M”) and personal computer-related data products equipment (“DP”) and through the sale of new and used equipment. Rental revenues comprise short term agreements that can be daily, weekly or monthly. Rental revenues are recognized in the month they are due on the accrual basis of accounting. We lease equipment under both operating and finance lease agreements. Our operating lease agreements have varying terms, typically one to three years. Upon lease termination, customers have the option to renew the lease term, purchase the equipment at fair market value, or continue to rent on a month-to-month basis. Our operating leases do not provide for contingent rentals. Revenues related to operating leases are recognized on a straight-line basis over the term of the lease. Negotiated lease early-termination charges are recognized upon receipt. Rentals and leases are primarily billed to customers in advance, and unearned billings are recorded as deferred revenue. We enter into finance leases as lessor for some of our equipment. Our finance lease agreements contain bargain purchase options and are accounted for as sale-type leases. Revenues from finance leases, which are recorded at the present value of the aggregate future lease payments, net of unearned interest, are included in sales of equipment and other revenues in our consolidated statements of operations. Unearned interest is recognized over the life of the finance lease term using the effective interest method. Our finance lease terms vary, and are typically one to three years. The net investment in finance leases, which represents the receivables due from lessees, net of unearned interest, is included in other assets in our consolidated balance sheets. Historically, we have not required security deposits based on our assessed credit risk within our customer base. Initial direct costs for operating and finance leases are insignificant. Sales of new equipment are recognized in the period in which the equipment is delivered and risk of loss passes to the customer, while sales of used equipment from our rental and lease equipment pool are recognized in the period in which the equipment is shipped and risk of loss passes to the customer. In the case of equipment sold to customers that is already on rent or on lease to the same party, revenue is recognized at the agreed-upon date when the rent or lease term ends and the risk of loss passes to the customer. The amount of revenue recognized for sales of new equipment depends on whether we sell as principal or as agent for the original equipment manufacturer. Prior to May 31, 2015, our sales of new equipment were derived primarily from the reseller agreement with Keysight Technologies, Inc. In fiscal 2016, we were able to enter into reseller agreements with other T&M equipment manufacturers, including Anritsu, Inc. ("Anritsu") and Rohde & Schwarz Gmbh & Co. KG ("Rohde & Schwarz"). Under the terms of the agreements we act as the principal with respect to sales of new equipment, based on several factors, including: (1) We act as the primary obligor by working directly with our customers to define their needs, providing them with options to satisfy such needs, contracting directly with the customer, and, to the extent required, providing customers with instruction on the use of the product and additional technical support once the product is received by the customer. The original equipment manufacturer is not a party to our customer sales agreements, nor is it referenced in the agreements, and therefore has no obligation to our customers with the exception of the manufacturer’s standard warranty on the product; (2) We bear back-end risk of inventory loss with respect to any product return from the customer as the original equipment manufacturer is not required to accept returns of equipment from us. Under the reseller agreement with Keysight, we also bore front-end risk of inventory loss in those cases where we acquired products for resale into our equipment pool prior to shipment to customers; (3) We have full discretion in setting pricing terms with our customers and negotiate all such terms ourselves; and (4) We assume all credit risk. In situations where we act as principal, the gross sales of new equipment are recorded in sales of equipment and other revenues, while the related equipment costs, including the purchase price from the original equipment manufacturer, are recorded in costs of sales of equipment and other revenues in our consolidated statements of operations. We are currently establishing new resale relationships, where we may act as an agent for the original equipment manufacturer. Under those arrangements, we recognize revenue only on the commissions that we receive, which are recorded in other revenue within the sales of equipment and other revenues in our consolidated statement of operations. Other revenues, which primarily include billings to customers for delivery and repairs, are recognized in the period in which the respective services are performed. Operating Expenses Costs of rentals and leases, excluding depreciation, primarily include labor related costs of our operations personnel, supplies, repairs, insurance and warehousing costs associated with our rental and lease equipment, relating to our rental and lease revenues. Costs of rentals and leases included impairment charges of $0 and $443 related to our T&M rental and lease equipment during the three and six months ended November 30, 2015. No impairments occurred for the three and six months ended November 30, 2014. Costs of sales of equipment and other revenues primarily include the cost of new equipment and the carrying value of used equipment sold. Selling, general and administrative (“SG&A”) expenses include sales and advertising costs, payroll and related benefit costs, insurance expenses, property taxes on our property and rental and lease equipment, legal and professional fees, and administrative overhead. Advertising costs are expensed as incurred. Total advertising expenses were $373 and $590 for the three and six months ended November 30, 2015 and $250 and $419 for the three and six months ended November 30, 2014. SG&A expenses also included shipping and handling costs of $929 and $1,873 for the three and six months ended November 30, 2015 and $1,085 and $2,121 for the three and six months ended November 30, 2014. Foreign Currency The U.S. dollar has been determined to be the functional currency of all foreign subsidiaries. The euro, Canadian dollar and Chinese yuan are our primary foreign currencies. The assets and liabilities of our foreign subsidiaries are remeasured from their local currency to U.S. dollars at current or historic exchange rates, as appropriate. Revenues and expenses are remeasured from any foreign currencies to U.S. dollars using historic or average monthly exchange rates, as appropriate, for the month in which the transaction occurred. Remeasurement gains and losses are included in SG&A expenses or income taxes, as appropriate. The assets, liabilities, revenues and expenses of our foreign operations that are susceptible to foreign currency fluctuations are individually less than 10% of our respective consolidated amounts. Net remeasurement gains and losses have not been significant. We enter into forward contracts to hedge against unfavorable currency fluctuations in our monetary assets and liabilities in our European, Chinese and Canadian operations. These contracts are designed to minimize the effect of fluctuations in foreign currencies. To qualify for hedge accounting, contracts must reduce the foreign currency exchange rate and interest rate risk otherwise inherent in the amount and duration of the hedged exposures and comply with established risk management policies. Our derivative instruments are not designated as hedging instruments and, therefore, are recorded at fair value as an asset or liability, and any changes in fair value are recorded in our consolidated statements of operations. We do not use derivative financial instruments for speculative trading purposes. The fair values of our foreign exchange forward contracts in the consolidated balance sheets are shown in the table below: | | | | | | | | | | | | Derivatives Not Designated as Hedging Instruments | | Consolidated Balance Sheet Location | | November 30, 2015 | | May 31, 2015 | Foreign exchange forward contracts | | Other assets | | $ | 12 |
| | $ | (16 | ) |
The table below provides data about the amount of gains and losses recognized in income for derivative instruments not designated as hedging instruments: | | | | | | | | | | | | Derivatives Not Designated as Hedging Instruments | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Three Months Ended November 30, 2015 | | Three Months Ended November 30, 2014 | Foreign exchange forward contracts | | SG&A expenses | | $ | 149 |
| | $ | 508 |
|
| | | | | | | | | | | | Derivatives Not Designated as Hedging Instruments | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Six Months Ended November 30, 2015 | | Six Months Ended November 30, 2014 | Foreign exchange forward contracts | | SG&A expenses | | $ | 177 |
| | $ | 381 |
|
Other Assets We include demonstration equipment used in connection with our resale activity in other assets for a period of up to two years. Demonstration equipment is recorded at the lower of cost or estimated market value until the units are sold or transferred to our rental and lease equipment pool. Demonstration equipment transferred to our rental and lease equipment pool is depreciated over its remaining estimated useful life. We also have a Supplemental Executive Retirement Plan (“SERP”) that provides for automatic deferral of contributions in excess of the maximum amount permitted under the 401(k) for our executives who choose to participate. The SERP is a non-qualified deferred compensation program. We have the option to match contributions of participants at a rate we determine each year. Other assets consisted of the following: | | | | | | | | | | November 30, 2015 | | May 31, 2015 | Demonstration equipment | $ | 4,937 |
| | $ | 81 |
| Net investment in sales-type leases | 4,737 |
| | 5,876 |
| Prepaid expenses and other | 3,677 |
| | 4,265 |
| SERP | 3,274 |
| | 3,521 |
| Income taxes receivable | 2,631 |
| | — |
| | $ | 19,256 |
| | $ | 13,743 |
|
Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board and the International Accounting Standards Board issued guidance to establish a new, more robust framework for the recognition of revenue related to the transfer of goods and services to customers. This guidance is effective for reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The impact this guidance will have on the consolidated financial statements cannot be determined at this time. Other Comprehensive Income Comprehensive income is equivalent to net income for all periods presented. Out-of-period Adjustment During the second quarter of fiscal 2015, we identified $1.3 million of previously recognized revenue which the Company was not entitled to recognize. We determined this adjustment to be immaterial to our current and previously filed financial statements. We have recorded this out-of-period adjustment as a reduction to sales of equipment and other revenues and an increase to accrued expenses for the quarter ended November 30, 2014.
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- DefinitionThe entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.
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v3.3.1.900
Cash and Cash Equivalents
|
6 Months Ended |
Nov. 30, 2015 |
Cash and Cash Equivalents [Abstract] |
|
Cash and Cash Equivalents |
Cash and Cash Equivalents We consider highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. We held no cash equivalents at November 30, 2015 and May 31, 2015 except for the money market funds that are part of our SERP assets.
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- DefinitionThe entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify.
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v3.3.1.900
Fair Value Measurements
|
6 Months Ended |
Nov. 30, 2015 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
Fair Value Measurements We measure certain financial assets and liabilities at fair value on a recurring basis, including SERP assets and liabilities, and foreign currency derivatives. The fair value of financial assets and liabilities can be determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and Level 3 – Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as those that may be used with internally-developed valuation models. Our assets and liabilities measured at fair value on a recurring basis were determined as follows: | | | | | | | | | | | | | | | | | | November 30, 2015 | | Quoted Prices in Active Markets for Identical Instruments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Balance | Assets | | | | | | | | SERP | | | | | | | | Money market fund | $ | 35 |
| | $ | — |
| | $ | — |
| | $ | 35 |
| Mutual funds | 3,239 |
| | — |
| | — |
| | 3,239 |
| Foreign exchange forward contracts | — |
| | 12 |
| | — |
| | 12 |
| Total assets measured at fair value | $ | 3,274 |
| | $ | 12 |
| | $ | — |
| | $ | 3,286 |
| | | | | | | | | Liabilities | | | | | | | | SERP | $ | 3,274 |
| | $ | — |
| | $ | — |
| | $ | 3,274 |
| Total liabilities measured at fair value | $ | 3,274 |
| | $ | — |
| | $ | — |
| | $ | 3,274 |
|
| | | | | | | | | | | | | | | | | | May 31, 2015 | | Quoted Prices in Active Markets for Identical Instruments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Balance | Assets | | | | | | | | SERP | | | | | | | | Money market fund | $ | 166 |
| | $ | — |
| | $ | — |
| | $ | 166 |
| Mutual funds | 3,355 |
| | — |
| | — |
| | 3,355 |
| Total assets measured at fair value | $ | 3,521 |
| | $ | — |
| | $ | — |
| | $ | 3,521 |
| | | | | | | | | Liabilities | | | | | | | | SERP | $ | 3,521 |
| | $ | — |
| | $ | — |
| | $ | 3,521 |
| Foreign exchange forward contracts | — |
| | 16 |
| | — |
| | 16 |
| Total liabilities measured at fair value | $ | 3,521 |
| | $ | 16 |
| | $ | — |
| | $ | 3,537 |
|
The fair value measures for our SERP assets and liabilities were derived from quoted market prices in active markets and are included in Level 1 inputs. Our SERP assets include money market and mutual funds, which we classify as trading securities. Foreign currency forward contracts were valued based on observable market spot and forward rates as of our reporting date and are included in Level 2 inputs.
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.3.1.900
Equity Incentive Plan
|
6 Months Ended |
Nov. 30, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Equity Incentive Plan |
Equity Incentive Plan Our 2005 Equity Incentive Plan (the “Equity Incentive Plan”), as amended and restated, authorizes our Board of Directors to grant incentive and non-statutory stock option grants, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards and performance share awards covering a maximum of 1,000 shares of our common stock. Pursuant to the Equity Incentive Plan, we have granted restricted stock units to directors, officers and key employees. Restricted Stock Units Each vested restricted stock unit entitles the holder to be issued one share of common stock. The vested restricted stock units settle into common stock on the earliest of (i) the first January 1st after the fifth anniversary of the grant, (ii) a change of control, or (iii) termination of the holder’s employment or membership on our Board of Directors. Restricted stock units vest according to a vesting schedule determined by the Compensation Committee of our Board of Directors, generally over a one to three year period. The following table represents restricted stock unit activity for the six months ended November 30, 2015: | | | | | | | | | Restricted Stock Units | | Weighted – Average Grant Date Fair Value | Nonvested at June 1, 2015 | 129 |
| | $ | 16.75 |
| Granted | 182 |
| | 11.24 |
| Vested | (71 | ) | | 16.43 |
| Forfeited/canceled | (6 | ) | | 16.72 |
| Nonvested at November 30, 2015 | 234 |
| | $ | 12.57 |
|
We granted 78 and 182 restricted stock units during the three and six months ended November 30, 2015 and 18 and 87 restricted stock units during the three and six months ended November 30, 2014. Under the terms of our restricted stock unit agreements, nonvested restricted stock unit awards contain forfeitable rights to dividends. Because the dividends are forfeitable, the restricted stock units are defined as non-participating securities. As of November 30, 2015, we have unrecognized share-based compensation cost of approximately $2,488 associated with restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of approximately 2.2 years. We had 315 and 397 vested restricted stock units outstanding as of November 30, 2015 and 2014, respectively, which receive dividends following vesting and are convertible to common shares five years after the grant date. Accounting for Share-Based Payments Accounting guidance requires all share-based payments to employees, including grants of restricted stock units, to be recognized as compensation expense in the consolidated financial statements based on their fair values. Compensation expense is recognized over the period that an employee provides service in exchange for the award, which is approximately three years. Forfeitures are estimated at the date of grant based on historical experience. We use the market price of our common stock on the date of grant to calculate the fair value of each grant of restricted stock units. We recorded $375 and $648 of share-based compensation as part of SG&A expenses for the three and six months ended November 30, 2015 and $361 and $649 for the three and six months ended November 30, 2014. We receive a tax deduction for certain restricted stock units on the date the related shares are issued, generally for (1) the fair value of our common stock at the date of issuance and (2) for dividends paid on vested restricted stock units where the underlying shares have not been issued. Excess tax benefits are realized when restricted stock units are issued and the tax deductions (fair value at issuance) are greater than the compensation expense for financial reporting purposes (fair value at the date of grant). Shortfalls are realized when the fair value at issuance is less than the fair value at grant. For the six months ended November 30, 2015 and 2014, we realized a total excess tax benefit of $15 and $116, respectively.
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- DefinitionThe entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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v3.3.1.900
Goodwill and Other Intangible Assets
|
6 Months Ended |
Nov. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Goodwill and Other Intangible Assets |
Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets consist of purchased customer relationships and trade names. Our goodwill and intangibles at November 30, 2015 are the result of our acquisition of Equipment Management Technology, Inc. on August 24, 2011, Telogy LLC on March 31, 2010, and Rush Computer Rentals, Inc. on January 31, 2006. The changes in carrying amount of goodwill and other intangible assets for the six months ended November 30, 2015 were as follows: | | | | | | | | | | | | | | | | | | Balance as of June 1, 2015 (net of amortization) | | Additions | | Amortization | | Balance as of November 30, 2015 | Goodwill | $ | 3,109 |
| | $ | — |
| | $ | — |
| | $ | 3,109 |
| Trade name | 411 |
| | — |
| | — |
| | 411 |
| Customer relationships | 333 |
| | — |
| | (59 | ) | | 274 |
| | $ | 3,853 |
| | $ | — |
| | $ | (59 | ) | | $ | 3,794 |
|
Goodwill is not deductible for tax purposes. We evaluate the recoverability of goodwill and indefinite-lived intangible assets annually as of May 31, and whenever events or changes in circumstances indicate to us that the carrying amount may not be recoverable. There were no conditions that indicated any impairment of goodwill or identifiable intangible assets as of November 30, 2015 and May 31, 2015. Intangible assets with finite useful lives are amortized over their respective estimated useful lives. The following tables provide a summary of our intangible assets: | | | | | | | | | | | | | | | | | November 30, 2015 | | Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Trade name | — |
| | $ | 411 |
| | $ | — |
| | $ | 411 |
| Customer relationships | 3-8 years |
| | 2,094 |
| | (1,820 | ) | | 274 |
| | | | $ | 2,505 |
| | $ | (1,820 | ) | | $ | 685 |
| | | | | | | | | | May 31, 2015 | | Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Trade name | — |
| | $ | 411 |
| | $ | — |
| | $ | 411 |
| Customer relationships | 3-8 years |
| | 2,094 |
| | (1,761 | ) | | 333 |
| | | | $ | 2,505 |
| | $ | (1,761 | ) | | $ | 744 |
|
Amortization expense related to intangible assets was $30 and $59 for the three and six months ended November 30, 2015 and $29 and $41 for the three and six months ended November 30, 2014, respectively. Amortization expense for customer relationships is included in SG&A expenses. The following table provides estimated future amortization expense related to intangible assets as of November 30, 2015: | | | | | | Year ending May 31, | | Future Amortization | 2016 (remaining) | | $ | 59 |
| 2017 | | 118 |
| 2018 | | 97 |
| 2019 | | — |
| 2020 | | — |
| | | $ | 274 |
|
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- DefinitionThe entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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v3.3.1.900
Borrowings
|
6 Months Ended |
Nov. 30, 2015 |
Debt Disclosure [Abstract] |
|
Borrowings |
Borrowings On November 19, 2013, we entered into a credit agreement (the “Credit Agreement”) with J.P. Morgan Chase Bank, National Association (“JPM”), as administrative agent, J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, and a syndicate of lenders. The Credit Agreement provides for a $25,000 revolving credit facility, including swingline loans and letters of credit. The Credit Agreement expires on November 30, 2017. We have an option to increase the commitments under the Credit Agreement by up to an additional $25,000, upon our request and subject to the lenders electing to increase their commitments or by means of the addition of new lenders. Borrowings under the Credit Agreement bear interest at a rate equal to, at our election, the applicable rate for a “Eurodollar Loan” or a “CB Floating Rate Loan.” Eurodollar Loan advances accrue interest at a per annum interest rate equal to (i) the quotient (rounded upwards to the next 1/16th of 1%) of (a) the applicable LIBO Rate, divided by (b) one minus the maximum aggregate reserve requirement (expressed as a decimal) imposed under Federal Reserve Board Regulation D (the “Adjusted LIBO Rate”), plus (ii) 0.75%. CB Floating Rate Loan advances accrue interest at a per annum interest rate equal to (i) the higher of (a) JPM’s Prime Rate or (b) the Adjusted LIBO Rate for a one month interest period plus 2.5%, minus (ii) 2.0%. In addition, we pay a commitment fee of 0.10% of the unused amount if the average borrowing under the Credit Agreement is less than or equal to $8,000 on a quarterly basis. The Credit Agreement contains customary affirmative and negative covenants (which are in some cases subject to certain exceptions), including, but not limited to, restrictions on the ability to incur additional indebtedness, create liens, make certain investments, make restricted payments, enter into or undertake certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Credit Agreement requires us to maintain minimum earnings and tangible net worth. We were in compliance with all financial covenants at November 30, 2015. We had no borrowings outstanding under the Credit Agreement at November 30, 2015 and $2,387 of borrowings outstanding at May 31, 2015. The weighted average interest rate under the line of credit was approximately 1.25% at May 31, 2015.
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
Sales-Type Leases
|
6 Months Ended |
Nov. 30, 2015 |
Leases [Abstract] |
|
Sales-Type Leases |
Sales-Type Leases We have certain customer leases providing bargain purchase options, which are accounted for as sales-type leases. Interest income is recognized over the life of the lease using the effective interest method. The initial acceptance of customer finance arrangements is based on a review of each customer’s credit profile, which may include the review of third party credit reports, customer financial statements and/or bank verifications. We monitor the credit quality of our sales-type lease portfolio based on payment activity and the related finance lease receivable aging. This credit quality is assessed on a monthly basis. Our historical losses on finance lease receivables are insignificant, and therefore we do not have a specific allowance for credit losses. The minimum lease payments receivable and the net investment included in other assets for such leases were as follows: | | | | | | | | | | November 30, 2015 | | May 31, 2015 | Gross minimum lease payments receivable | $ | 4,906 |
| | $ | 6,109 |
| Less – unearned interest | (169 | ) | | (233 | ) | Net investment in sales-type lease receivables | $ | 4,737 |
| | $ | 5,876 |
|
The following table provides estimated future minimum lease payments by year related to sales-type leases: | | | | | | Year ending May 31, | | Future Payments | 2016 (remaining) | | $ | 2,357 |
| 2017 | | 2,211 |
| 2018 | | 320 |
| 2019 | | 18 |
| 2020 | | — |
| | | $ | 4,906 |
|
|
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- DefinitionThe entire disclosure for lessor's leasing arrangements, which includes direct financing, sales type and leveraged leases. Disclosure may include the effect on the balance sheet and the income statement resulting from a change in lease classification for leases that at inception would have been classified differently had guidance been in effect at the inception of the original lease.
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v3.3.1.900
Segment Reporting and Related Disclosures
|
6 Months Ended |
Nov. 30, 2015 |
Segment Reporting [Abstract] |
|
Segment Reporting and Related Disclosures |
Segment Reporting and Related Disclosures Accounting guidance establishes reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available and is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. In order to determine our operating segments, we considered the following: an operating segment is a component of an enterprise (i) that engages in business activities from which it may earn revenues and incur expenses, (ii) whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (iii) for which discrete financial information is available. In accordance with this guidance, we have identified two operating segments in our business: our T&M and DP businesses. In the past, we concluded that although we had separate operating segments for T&M and DP equipment, these two segments could be aggregated into a single reportable segment because they had similar economic characteristics and qualitative factors. However, as a result of a change in economic characteristics in fiscal 2015 in our T&M segment, primarily attributable to the expiration of the Keysight reseller agreement and greater competition in the marketplace, we concluded that we no longer expected similar economic characteristics and qualitative factors to continue in the future. As such, management determined that the operating segments should no longer be aggregated. Following the change in the composition of our reportable operating segments, we restated the segment information for fiscal 2015. Our equipment pool, based on acquisition cost, consisted of $417,562 of T&M equipment and $37,241 of DP equipment at November 30, 2015 and $434,963 of T&M equipment and $37,824 of DP equipment at May 31, 2015. Additional segment asset information is not available. Revenues for these operating segments were as follows for the three months ended November 30, 2015 and 2014: | | | | | | | | | | | | | | T&M | | DP | | Total | 2015 | | | | | | Rentals and leases | $ | 27,467 |
| | $ | 4,706 |
| | $ | 32,173 |
| Sales of equipment and other revenues | 10,489 |
| | 648 |
| | 11,137 |
| Segment and consolidated total | $ | 37,956 |
| | $ | 5,354 |
| | $ | 43,310 |
| | | | | | | 2014 | | | | | | Rentals and leases | $ | 28,789 |
| | $ | 4,680 |
| | $ | 33,469 |
| Sales of equipment and other revenues | 25,758 |
| | 476 |
| | 26,234 |
| Segment and consolidated total | $ | 54,547 |
| | $ | 5,156 |
| | $ | 59,703 |
|
Revenues for these operating segments were as follows for the six months ended November 30, 2015 and 2014: | | | | | | | | | | | | | | T&M | | DP | | Total | 2015 | | | | | | Rentals and leases | $ | 54,597 |
| | $ | 9,879 |
| | $ | 64,476 |
| Sales of equipment and other revenues | 31,032 |
| | 1,145 |
| | 32,177 |
| Segment and consolidated total | $ | 85,629 |
| | $ | 11,024 |
| | $ | 96,653 |
| | | | | | | 2014 | | | | | | Rentals and leases | $ | 58,038 |
| | $ | 9,320 |
| | $ | 67,358 |
| Sales of equipment and other revenues | 53,233 |
| | 983 |
| | 54,216 |
| Segment and consolidated total | $ | 111,271 |
| | $ | 10,303 |
| | $ | 121,574 |
|
Depreciation of rental and lease equipment for these operating segments was as follows for the three and six months ended November 30, 2015 and 2014: | | | | | | | | | | Three Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 13,246 |
| | $ | 13,603 |
| DP | 1,094 |
| | 1,067 |
| Segment and consolidated total | $ | 14,340 |
| | $ | 14,670 |
|
| | | | | | | | | | Six Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 26,695 |
| | $ | 26,529 |
| DP | 2,246 |
| | 2,056 |
| Segment and consolidated total | $ | 28,941 |
| | $ | 28,585 |
|
Amortization expense is not material and is included in SG&A expenses. We consider the marginal contribution as our measure of segment profit or loss. The marginal contribution is calculated as operating revenue less operating costs and direct and allocated SG&A expenses. Marginal contribution for these operating segments was as follows for the three and six months ended November 30, 2015 and 2014: | | | | | | | | | | Three Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 9,939 |
| | $ | 12,735 |
| DP | 2,175 |
| | 1,693 |
| Total marginal contribution of operating segments | 12,114 |
| | 14,428 |
| Deduct: | | | | Unallocated SG&A expenses | 8,664 |
| | 8,201 |
| Add: | | | | Interest income (expense), net | 78 |
| | 79 |
| Other income | 13 |
| | 1,390 |
| Income before income taxes | $ | 3,541 |
| | $ | 7,696 |
|
| | | | | | | | | | Six Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 20,515 |
| | $ | 26,453 |
| DP | 4,240 |
| | 3,371 |
| Total marginal contribution of operating segments | 24,755 |
| | 29,824 |
| Deduct: | | | | Unallocated SG&A expenses | 17,112 |
| | 16,138 |
| Add: | | | | Interest income (expense), net | (164 | ) | | 182 |
| Other income | 13 |
| | 1,390 |
| Income before income taxes | $ | 7,492 |
| | $ | 15,258 |
|
No single customer accounted for more than 10% of total revenues during the six months ended November 30, 2015 and 2014.
We conduct rental, leasing and sales activities in foreign countries. Selected country information is presented below: | | | | | | | | | | | | | | | | | | Three Months Ended November 30, | | Six Months Ended November 30, | | 2015 | | 2014 | | 2015 | | 2014 | Revenues: 1 | | | | | | | | U.S. | $ | 35,576 |
| | $ | 50,245 |
| | $ | 79,923 |
| | $ | 101,397 |
| Other 2 | 7,734 |
| | 9,458 |
| | 16,730 |
| | 20,177 |
| Total | $ | 43,310 |
| | $ | 59,703 |
| | $ | 96,653 |
| | $ | 121,574 |
|
| | | | | | | | | | As of | | November 30, 2015 | | May 31, 2015 | Net Long-Lived Assets: 3 | | | | U.S. | $ | 180,978 |
| | $ | 197,514 |
| Other 2 | 49,102 |
| | 47,277 |
| Total | $ | 230,080 |
| | $ | 244,791 |
|
| | 1 | Revenues by country are based on the shipping destination. |
| | 2 | Other consists of countries other than the U.S. Each foreign country individually accounts for less than 10% of the total consolidated revenues and net long-lived assets. |
| | 3 | Net long-lived assets include rental and lease equipment and other property, net of accumulated depreciation and amortization. |
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- DefinitionThe entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
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v3.3.1.900
Computation of Earnings per Share
|
6 Months Ended |
Nov. 30, 2015 |
Earnings Per Share [Abstract] |
|
Computation of Earnings per Share |
Computation of Earnings per Share The following is a reconciliation of the denominator used in the computation of basic and diluted earnings per share for the three months ended November 30, 2015 and 2014: | | | | | | | | | | | | | | | | | | Three Months Ended November 30, | | Six Months Ended November 30, | | 2015 | | 2014 | | 2015 | | 2014 | Denominator: | | | | | | | | Denominator for basic earnings per share - weighted average common shares outstanding (including shares issuable for vested restricted stock units) | 24,440 |
| | 24,404 |
| | 24,426 |
| | 24,380 |
| Effect of unvested restricted stock units | 7 |
| | 4 |
| | 7 |
| | 13 |
| Diluted shares used in per share calculation | 24,447 |
|
| 24,408 |
|
| 24,433 |
|
| 24,393 |
| Net income | $ | 2,190 |
| | $ | 4,795 |
| | $ | 4,660 |
| | $ | 9,566 |
| Earnings per share: | | | | | | | | Basic | $ | 0.09 |
| | $ | 0.20 |
|
| $ | 0.19 |
|
| $ | 0.39 |
| Diluted | $ | 0.09 |
| | $ | 0.20 |
|
| $ | 0.19 |
|
| $ | 0.39 |
|
We did not include 113 shares in the calculation of diluted earnings per share for the three and six months ended November 30, 2015 and 83 for the three and six months ended November 31, 2014 as to do so would be antidilutive.
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v3.3.1.900
Income Taxes
|
6 Months Ended |
Nov. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
Income Taxes We recognize a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are periodically reviewed for recoverability. Accounting guidance for uncertain tax positions prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We recognize the tax impact from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax impact recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We recognize interest, penalties and foreign currency gains and losses with respect to uncertain tax positions as components of our income tax provision. Accrued interest and penalties are included within accrued expenses in the consolidated balance sheet. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no uncertain tax positions in fiscal 2016 and 2015. We are subject to taxation in the U.S., as well as various state and foreign jurisdictions. We have substantially settled all income tax matters for the United States federal jurisdiction for years through fiscal 2011. Major state jurisdictions have been examined through fiscal years 2004 and 2005, and foreign jurisdictions have not been examined for their respective initial statutory periods of approximately 3 years.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Commitments and Contingencies
|
6 Months Ended |
Nov. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Commitments and Contingencies We are subject to legal proceedings and business disputes involving ordinary routine legal proceedings and claims incidental to our business. The ultimate legal and financial liability with respect to such matters generally cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements or awards against us. Estimates for losses from litigation are made after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, we may be required to record either more or less litigation expense. We are not involved in any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our financial condition, results of operations or cash flows.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Other Income
|
6 Months Ended |
Nov. 30, 2015 |
Other Income and Expenses [Abstract] |
|
Other Income |
Other Income In the second quarter of fiscal 2015, we recognized other income from a $1.4 million settlement received as one of the plaintiffs in a class action lawsuit involving the purchase of certain computer products.
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- DefinitionThe entire disclosure for other income or other expense items (both operating and nonoperating). Sources of nonoperating income or nonoperating expense that may be disclosed, include amounts earned from dividends, interest on securities, profits (losses) on securities, net and miscellaneous other income or income deductions.
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v3.3.1.900
Subsequent Events
|
6 Months Ended |
Nov. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Subsequent Events On December 14, 2015, our Board of Directors declared a quarterly cash dividend of $0.125 per common share. The dividend will be paid on January 8, 2016 to shareholders of record as of December 24, 2015. On December 2, 2015, we entered into Amendment Number One to Credit Agreement (the “Credit Agreement Amendment”) with J.P. Morgan Chase Bank, National Association, as administrative agent, J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, and a syndicate of lenders. The Credit Agreement Amendment extended the maturity date of the Credit Agreement from November 18, 2016 to November 30, 2017.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Basis of Presentation (Policies)
|
6 Months Ended |
Nov. 30, 2015 |
Accounting Policies [Abstract] |
|
Revenue Recognition |
Revenue Recognition We generate revenues primarily through the rental and leasing of test and measurement equipment (“T&M”) and personal computer-related data products equipment (“DP”) and through the sale of new and used equipment. Rental revenues comprise short term agreements that can be daily, weekly or monthly. Rental revenues are recognized in the month they are due on the accrual basis of accounting. We lease equipment under both operating and finance lease agreements. Our operating lease agreements have varying terms, typically one to three years. Upon lease termination, customers have the option to renew the lease term, purchase the equipment at fair market value, or continue to rent on a month-to-month basis. Our operating leases do not provide for contingent rentals. Revenues related to operating leases are recognized on a straight-line basis over the term of the lease. Negotiated lease early-termination charges are recognized upon receipt. Rentals and leases are primarily billed to customers in advance, and unearned billings are recorded as deferred revenue. We enter into finance leases as lessor for some of our equipment. Our finance lease agreements contain bargain purchase options and are accounted for as sale-type leases. Revenues from finance leases, which are recorded at the present value of the aggregate future lease payments, net of unearned interest, are included in sales of equipment and other revenues in our consolidated statements of operations. Unearned interest is recognized over the life of the finance lease term using the effective interest method. Our finance lease terms vary, and are typically one to three years. The net investment in finance leases, which represents the receivables due from lessees, net of unearned interest, is included in other assets in our consolidated balance sheets. Historically, we have not required security deposits based on our assessed credit risk within our customer base. Initial direct costs for operating and finance leases are insignificant. Sales of new equipment are recognized in the period in which the equipment is delivered and risk of loss passes to the customer, while sales of used equipment from our rental and lease equipment pool are recognized in the period in which the equipment is shipped and risk of loss passes to the customer. In the case of equipment sold to customers that is already on rent or on lease to the same party, revenue is recognized at the agreed-upon date when the rent or lease term ends and the risk of loss passes to the customer. The amount of revenue recognized for sales of new equipment depends on whether we sell as principal or as agent for the original equipment manufacturer. Prior to May 31, 2015, our sales of new equipment were derived primarily from the reseller agreement with Keysight Technologies, Inc. In fiscal 2016, we were able to enter into reseller agreements with other T&M equipment manufacturers, including Anritsu, Inc. ("Anritsu") and Rohde & Schwarz Gmbh & Co. KG ("Rohde & Schwarz"). Under the terms of the agreements we act as the principal with respect to sales of new equipment, based on several factors, including: (1) We act as the primary obligor by working directly with our customers to define their needs, providing them with options to satisfy such needs, contracting directly with the customer, and, to the extent required, providing customers with instruction on the use of the product and additional technical support once the product is received by the customer. The original equipment manufacturer is not a party to our customer sales agreements, nor is it referenced in the agreements, and therefore has no obligation to our customers with the exception of the manufacturer’s standard warranty on the product; (2) We bear back-end risk of inventory loss with respect to any product return from the customer as the original equipment manufacturer is not required to accept returns of equipment from us. Under the reseller agreement with Keysight, we also bore front-end risk of inventory loss in those cases where we acquired products for resale into our equipment pool prior to shipment to customers; (3) We have full discretion in setting pricing terms with our customers and negotiate all such terms ourselves; and (4) We assume all credit risk. In situations where we act as principal, the gross sales of new equipment are recorded in sales of equipment and other revenues, while the related equipment costs, including the purchase price from the original equipment manufacturer, are recorded in costs of sales of equipment and other revenues in our consolidated statements of operations. We are currently establishing new resale relationships, where we may act as an agent for the original equipment manufacturer. Under those arrangements, we recognize revenue only on the commissions that we receive, which are recorded in other revenue within the sales of equipment and other revenues in our consolidated statement of operations. Other revenues, which primarily include billings to customers for delivery and repairs, are recognized in the period in which the respective services are performed.
|
Operating expenses |
Operating Expenses Costs of rentals and leases, excluding depreciation, primarily include labor related costs of our operations personnel, supplies, repairs, insurance and warehousing costs associated with our rental and lease equipment, relating to our rental and lease revenues. Costs of rentals and leases included impairment charges of $0 and $443 related to our T&M rental and lease equipment during the three and six months ended November 30, 2015. No impairments occurred for the three and six months ended November 30, 2014. Costs of sales of equipment and other revenues primarily include the cost of new equipment and the carrying value of used equipment sold. Selling, general and administrative (“SG&A”) expenses include sales and advertising costs, payroll and related benefit costs, insurance expenses, property taxes on our property and rental and lease equipment, legal and professional fees, and administrative overhead. Advertising costs are expensed as incurred.
|
Foreign Currency |
Foreign Currency The U.S. dollar has been determined to be the functional currency of all foreign subsidiaries. The euro, Canadian dollar and Chinese yuan are our primary foreign currencies. The assets and liabilities of our foreign subsidiaries are remeasured from their local currency to U.S. dollars at current or historic exchange rates, as appropriate. Revenues and expenses are remeasured from any foreign currencies to U.S. dollars using historic or average monthly exchange rates, as appropriate, for the month in which the transaction occurred. Remeasurement gains and losses are included in SG&A expenses or income taxes, as appropriate. The assets, liabilities, revenues and expenses of our foreign operations that are susceptible to foreign currency fluctuations are individually less than 10% of our respective consolidated amounts. Net remeasurement gains and losses have not been significant. We enter into forward contracts to hedge against unfavorable currency fluctuations in our monetary assets and liabilities in our European, Chinese and Canadian operations. These contracts are designed to minimize the effect of fluctuations in foreign currencies. To qualify for hedge accounting, contracts must reduce the foreign currency exchange rate and interest rate risk otherwise inherent in the amount and duration of the hedged exposures and comply with established risk management policies. Our derivative instruments are not designated as hedging instruments and, therefore, are recorded at fair value as an asset or liability, and any changes in fair value are recorded in our consolidated statements of operations. We do not use derivative financial instruments for speculative trading purposes.
|
Other Assets |
Other Assets We include demonstration equipment used in connection with our resale activity in other assets for a period of up to two years. Demonstration equipment is recorded at the lower of cost or estimated market value until the units are sold or transferred to our rental and lease equipment pool. Demonstration equipment transferred to our rental and lease equipment pool is depreciated over its remaining estimated useful life. We also have a Supplemental Executive Retirement Plan (“SERP”) that provides for automatic deferral of contributions in excess of the maximum amount permitted under the 401(k) for our executives who choose to participate. The SERP is a non-qualified deferred compensation program. We have the option to match contributions of participants at a rate we determine each year.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board and the International Accounting Standards Board issued guidance to establish a new, more robust framework for the recognition of revenue related to the transfer of goods and services to customers. This guidance is effective for reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The impact this guidance will have on the consolidated financial statements cannot be determined at this time.
|
Other Comprehensive Income |
Other Comprehensive Income Comprehensive income is equivalent to net income for all periods presented.
|
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v3.3.1.900
Basis of Presentation (Tables)
|
6 Months Ended |
Nov. 30, 2015 |
Accounting Policies [Abstract] |
|
Fair Value of Foreign Exchange Forward Contracts |
The fair values of our foreign exchange forward contracts in the consolidated balance sheets are shown in the table below: | | | | | | | | | | | | Derivatives Not Designated as Hedging Instruments | | Consolidated Balance Sheet Location | | November 30, 2015 | | May 31, 2015 | Foreign exchange forward contracts | | Other assets | | $ | 12 |
| | $ | (16 | ) |
|
Losses Recognized in Income for Derivative Instruments |
The table below provides data about the amount of gains and losses recognized in income for derivative instruments not designated as hedging instruments: | | | | | | | | | | | | Derivatives Not Designated as Hedging Instruments | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Three Months Ended November 30, 2015 | | Three Months Ended November 30, 2014 | Foreign exchange forward contracts | | SG&A expenses | | $ | 149 |
| | $ | 508 |
|
| | | | | | | | | | | | Derivatives Not Designated as Hedging Instruments | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Six Months Ended November 30, 2015 | | Six Months Ended November 30, 2014 | Foreign exchange forward contracts | | SG&A expenses | | $ | 177 |
| | $ | 381 |
|
|
Summary of Other Assets |
Other assets consisted of the following: | | | | | | | | | | November 30, 2015 | | May 31, 2015 | Demonstration equipment | $ | 4,937 |
| | $ | 81 |
| Net investment in sales-type leases | 4,737 |
| | 5,876 |
| Prepaid expenses and other | 3,677 |
| | 4,265 |
| SERP | 3,274 |
| | 3,521 |
| Income taxes receivable | 2,631 |
| | — |
| | $ | 19,256 |
| | $ | 13,743 |
|
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v3.3.1.900
Fair Value Measurements (Tables)
|
6 Months Ended |
Nov. 30, 2015 |
Fair Value Disclosures [Abstract] |
|
Assets and Liabilities Measured at Fair Value on Recurring Basis |
Our assets and liabilities measured at fair value on a recurring basis were determined as follows: | | | | | | | | | | | | | | | | | | November 30, 2015 | | Quoted Prices in Active Markets for Identical Instruments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Balance | Assets | | | | | | | | SERP | | | | | | | | Money market fund | $ | 35 |
| | $ | — |
| | $ | — |
| | $ | 35 |
| Mutual funds | 3,239 |
| | — |
| | — |
| | 3,239 |
| Foreign exchange forward contracts | — |
| | 12 |
| | — |
| | 12 |
| Total assets measured at fair value | $ | 3,274 |
| | $ | 12 |
| | $ | — |
| | $ | 3,286 |
| | | | | | | | | Liabilities | | | | | | | | SERP | $ | 3,274 |
| | $ | — |
| | $ | — |
| | $ | 3,274 |
| Total liabilities measured at fair value | $ | 3,274 |
| | $ | — |
| | $ | — |
| | $ | 3,274 |
|
| | | | | | | | | | | | | | | | | | May 31, 2015 | | Quoted Prices in Active Markets for Identical Instruments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Balance | Assets | | | | | | | | SERP | | | | | | | | Money market fund | $ | 166 |
| | $ | — |
| | $ | — |
| | $ | 166 |
| Mutual funds | 3,355 |
| | — |
| | — |
| | 3,355 |
| Total assets measured at fair value | $ | 3,521 |
| | $ | — |
| | $ | — |
| | $ | 3,521 |
| | | | | | | | | Liabilities | | | | | | | | SERP | $ | 3,521 |
| | $ | — |
| | $ | — |
| | $ | 3,521 |
| Foreign exchange forward contracts | — |
| | 16 |
| | — |
| | 16 |
| Total liabilities measured at fair value | $ | 3,521 |
| | $ | 16 |
| | $ | — |
| | $ | 3,537 |
|
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- DefinitionTabular disclosure of the changes in outstanding nonvested restricted stock units.
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v3.3.1.900
Goodwill and Other Intangible Assets (Tables)
|
6 Months Ended |
Nov. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Changes in Carrying Amount of Goodwill and Other Intangible Assets |
The changes in carrying amount of goodwill and other intangible assets for the six months ended November 30, 2015 were as follows: | | | | | | | | | | | | | | | | | | Balance as of June 1, 2015 (net of amortization) | | Additions | | Amortization | | Balance as of November 30, 2015 | Goodwill | $ | 3,109 |
| | $ | — |
| | $ | — |
| | $ | 3,109 |
| Trade name | 411 |
| | — |
| | — |
| | 411 |
| Customer relationships | 333 |
| | — |
| | (59 | ) | | 274 |
| | $ | 3,853 |
| | $ | — |
| | $ | (59 | ) | | $ | 3,794 |
|
|
Summary of Intangible Assets |
The following tables provide a summary of our intangible assets: | | | | | | | | | | | | | | | | | November 30, 2015 | | Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Trade name | — |
| | $ | 411 |
| | $ | — |
| | $ | 411 |
| Customer relationships | 3-8 years |
| | 2,094 |
| | (1,820 | ) | | 274 |
| | | | $ | 2,505 |
| | $ | (1,820 | ) | | $ | 685 |
| | | | | | | | | | May 31, 2015 | | Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Trade name | — |
| | $ | 411 |
| | $ | — |
| | $ | 411 |
| Customer relationships | 3-8 years |
| | 2,094 |
| | (1,761 | ) | | 333 |
| | | | $ | 2,505 |
| | $ | (1,761 | ) | | $ | 744 |
|
|
Estimated Future Amortization Expense Related to Intangible Assets |
The following table provides estimated future amortization expense related to intangible assets as of November 30, 2015: | | | | | | Year ending May 31, | | Future Amortization | 2016 (remaining) | | $ | 59 |
| 2017 | | 118 |
| 2018 | | 97 |
| 2019 | | — |
| 2020 | | — |
| | | $ | 274 |
|
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v3.3.1.900
Sales-Type Leases (Tables)
|
6 Months Ended |
Nov. 30, 2015 |
Leases [Abstract] |
|
Minimum Lease Payments Receivable and Net Investment |
The minimum lease payments receivable and the net investment included in other assets for such leases were as follows: | | | | | | | | | | November 30, 2015 | | May 31, 2015 | Gross minimum lease payments receivable | $ | 4,906 |
| | $ | 6,109 |
| Less – unearned interest | (169 | ) | | (233 | ) | Net investment in sales-type lease receivables | $ | 4,737 |
| | $ | 5,876 |
|
|
Estimated Future Minimum Lease Payments Receivable Related to Sales-Type Leases |
The following table provides estimated future minimum lease payments by year related to sales-type leases: | | | | | | Year ending May 31, | | Future Payments | 2016 (remaining) | | $ | 2,357 |
| 2017 | | 2,211 |
| 2018 | | 320 |
| 2019 | | 18 |
| 2020 | | — |
| | | $ | 4,906 |
|
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v3.3.1.900
Segment Reporting and Related Disclosures (Tables)
|
6 Months Ended |
Nov. 30, 2015 |
Segment Reporting [Abstract] |
|
Revenues from Rental, Lease and Sale Group |
Revenues for these operating segments were as follows for the three months ended November 30, 2015 and 2014: | | | | | | | | | | | | | | T&M | | DP | | Total | 2015 | | | | | | Rentals and leases | $ | 27,467 |
| | $ | 4,706 |
| | $ | 32,173 |
| Sales of equipment and other revenues | 10,489 |
| | 648 |
| | 11,137 |
| Segment and consolidated total | $ | 37,956 |
| | $ | 5,354 |
| | $ | 43,310 |
| | | | | | | 2014 | | | | | | Rentals and leases | $ | 28,789 |
| | $ | 4,680 |
| | $ | 33,469 |
| Sales of equipment and other revenues | 25,758 |
| | 476 |
| | 26,234 |
| Segment and consolidated total | $ | 54,547 |
| | $ | 5,156 |
| | $ | 59,703 |
|
Revenues for these operating segments were as follows for the six months ended November 30, 2015 and 2014: | | | | | | | | | | | | | | T&M | | DP | | Total | 2015 | | | | | | Rentals and leases | $ | 54,597 |
| | $ | 9,879 |
| | $ | 64,476 |
| Sales of equipment and other revenues | 31,032 |
| | 1,145 |
| | 32,177 |
| Segment and consolidated total | $ | 85,629 |
| | $ | 11,024 |
| | $ | 96,653 |
| | | | | | | 2014 | | | | | | Rentals and leases | $ | 58,038 |
| | $ | 9,320 |
| | $ | 67,358 |
| Sales of equipment and other revenues | 53,233 |
| | 983 |
| | 54,216 |
| Segment and consolidated total | $ | 111,271 |
| | $ | 10,303 |
| | $ | 121,574 |
|
Depreciation of rental and lease equipment for these operating segments was as follows for the three and six months ended November 30, 2015 and 2014: | | | | | | | | | | Three Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 13,246 |
| | $ | 13,603 |
| DP | 1,094 |
| | 1,067 |
| Segment and consolidated total | $ | 14,340 |
| | $ | 14,670 |
|
| | | | | | | | | | Six Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 26,695 |
| | $ | 26,529 |
| DP | 2,246 |
| | 2,056 |
| Segment and consolidated total | $ | 28,941 |
| | $ | 28,585 |
|
|
Schedule of Segment Reporting Information, by Segment |
Marginal contribution for these operating segments was as follows for the three and six months ended November 30, 2015 and 2014: | | | | | | | | | | Three Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 9,939 |
| | $ | 12,735 |
| DP | 2,175 |
| | 1,693 |
| Total marginal contribution of operating segments | 12,114 |
| | 14,428 |
| Deduct: | | | | Unallocated SG&A expenses | 8,664 |
| | 8,201 |
| Add: | | | | Interest income (expense), net | 78 |
| | 79 |
| Other income | 13 |
| | 1,390 |
| Income before income taxes | $ | 3,541 |
| | $ | 7,696 |
|
| | | | | | | | | | Six Months Ended November 30, | | 2015 | | 2014 | T&M | $ | 20,515 |
| | $ | 26,453 |
| DP | 4,240 |
| | 3,371 |
| Total marginal contribution of operating segments | 24,755 |
| | 29,824 |
| Deduct: | | | | Unallocated SG&A expenses | 17,112 |
| | 16,138 |
| Add: | | | | Interest income (expense), net | (164 | ) | | 182 |
| Other income | 13 |
| | 1,390 |
| Income before income taxes | $ | 7,492 |
| | $ | 15,258 |
|
|
Revenues from External Customers and Long-Lived Assets, by Geographical Areas |
Selected country information is presented below: | | | | | | | | | | | | | | | | | | Three Months Ended November 30, | | Six Months Ended November 30, | | 2015 | | 2014 | | 2015 | | 2014 | Revenues: 1 | | | | | | | | U.S. | $ | 35,576 |
| | $ | 50,245 |
| | $ | 79,923 |
| | $ | 101,397 |
| Other 2 | 7,734 |
| | 9,458 |
| | 16,730 |
| | 20,177 |
| Total | $ | 43,310 |
| | $ | 59,703 |
| | $ | 96,653 |
| | $ | 121,574 |
|
| | | | | | | | | | As of | | November 30, 2015 | | May 31, 2015 | Net Long-Lived Assets: 3 | | | | U.S. | $ | 180,978 |
| | $ | 197,514 |
| Other 2 | 49,102 |
| | 47,277 |
| Total | $ | 230,080 |
| | $ | 244,791 |
|
| | 1 | Revenues by country are based on the shipping destination. |
| | 2 | Other consists of countries other than the U.S. Each foreign country individually accounts for less than 10% of the total consolidated revenues and net long-lived assets. |
| | 3 | Net long-lived assets include rental and lease equipment and other property, net of accumulated depreciation and amortization. |
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v3.3.1.900
Computation of Earnings per Share (Tables)
|
6 Months Ended |
Nov. 30, 2015 |
Earnings Per Share [Abstract] |
|
Reconciliation of Denominator Used in Computation of Basic and Diluted Earnings per Share |
The following is a reconciliation of the denominator used in the computation of basic and diluted earnings per share for the three months ended November 30, 2015 and 2014: | | | | | | | | | | | | | | | | | | Three Months Ended November 30, | | Six Months Ended November 30, | | 2015 | | 2014 | | 2015 | | 2014 | Denominator: | | | | | | | | Denominator for basic earnings per share - weighted average common shares outstanding (including shares issuable for vested restricted stock units) | 24,440 |
| | 24,404 |
| | 24,426 |
| | 24,380 |
| Effect of unvested restricted stock units | 7 |
| | 4 |
| | 7 |
| | 13 |
| Diluted shares used in per share calculation | 24,447 |
|
| 24,408 |
|
| 24,433 |
|
| 24,393 |
| Net income | $ | 2,190 |
| | $ | 4,795 |
| | $ | 4,660 |
| | $ | 9,566 |
| Earnings per share: | | | | | | | | Basic | $ | 0.09 |
| | $ | 0.20 |
|
| $ | 0.19 |
|
| $ | 0.39 |
| Diluted | $ | 0.09 |
| | $ | 0.20 |
|
| $ | 0.19 |
|
| $ | 0.39 |
|
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v3.3.1.900
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Summary Of Significant Accounting Policies [Line Items] |
|
|
|
|
Rental and lease equipment impairment |
|
|
$ 443
|
$ 0
|
Advertising expenses |
$ 373
|
$ 250
|
590
|
419
|
Shipping and handling cost |
929
|
$ 1,085
|
$ 1,873
|
2,121
|
Assets, liabilities, revenues and expenses of foreign subsidiaries |
|
|
0.1
|
|
Restatement of Prior Year Income, Gross |
|
|
|
$ 1,300
|
Minimum |
|
|
|
|
Summary Of Significant Accounting Policies [Line Items] |
|
|
|
|
Operating lease agreements Period |
|
|
1 year
|
|
Finance lease agreements Period |
|
|
1 year
|
|
Maximum |
|
|
|
|
Summary Of Significant Accounting Policies [Line Items] |
|
|
|
|
Operating lease agreements Period |
|
|
3 years
|
|
Finance lease agreements Period |
|
|
3 years
|
|
Period for demonstration equipment included in other assets |
|
|
2 years
|
|
T&M |
|
|
|
|
Summary Of Significant Accounting Policies [Line Items] |
|
|
|
|
Rental and lease equipment impairment |
$ 0
|
|
$ 443
|
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v3.3.1.900
Basis of Presentation - Summary of Other Assets (Detail) - USD ($) $ in Thousands |
Nov. 30, 2015 |
May. 31, 2015 |
Accounting Policies [Abstract] |
|
|
Demonstration equipment |
$ 4,937
|
$ 81
|
Net investment in sales-type leases |
4,737
|
5,876
|
Prepaid expenses and other |
3,677
|
4,265
|
SERP |
3,274
|
3,521
|
Income taxes receivable |
2,631
|
0
|
Total other assets |
$ 19,256
|
$ 13,743
|
X |
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Nov. 30, 2015 |
May. 31, 2015 |
Assets |
|
|
Supplemental executive retirement plan |
$ 3,274
|
$ 3,521
|
Fair Value, Measurements, Recurring |
|
|
Assets |
|
|
Total assets measured at fair value |
3,286
|
3,521
|
Liabilities |
|
|
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3,274
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3,521
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Total liabilities measured at fair value |
3,274
|
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|
|
Assets |
|
|
Foreign exchange forward contracts |
12
|
|
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|
|
Foreign exchange forward contracts |
|
16
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|
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|
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35
|
166
|
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|
|
Assets |
|
|
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3,239
|
3,355
|
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Instruments (Level 1) |
|
|
Assets |
|
|
Total assets measured at fair value |
3,274
|
3,521
|
Liabilities |
|
|
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3,274
|
3,521
|
Total liabilities measured at fair value |
3,274
|
3,521
|
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|
|
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|
|
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0
|
|
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|
|
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|
|
Assets |
|
|
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35
|
166
|
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|
|
Assets |
|
|
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3,239
|
3,355
|
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|
|
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|
|
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12
|
0
|
Liabilities |
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|
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0
|
0
|
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0
|
16
|
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|
|
Assets |
|
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12
|
|
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16
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|
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|
|
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0
|
0
|
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|
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|
|
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0
|
0
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|
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0
|
0
|
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0
|
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0
|
0
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0
|
0
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|
|
Assets |
|
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|
$ 0
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v3.3.1.900
Equity Incentive Plan - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
Expected period to recognize the unrecognized share based compensation cost |
|
|
3 years
|
|
Selling, general and administrative expenses |
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
Allocated share based compensation |
$ 375
|
$ 361
|
$ 648
|
$ 649
|
Restricted Stock Units |
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
Restricted stock units granted (in shares) |
78,000
|
18,000
|
182,000
|
87,000
|
Unrecognized share based compensation cost |
$ 2,488
|
|
$ 2,488
|
|
Expected period to recognize the unrecognized share based compensation cost |
|
|
2 years 2 months 6 days
|
|
Vested restricted stock units |
315,000
|
397,000
|
315,000
|
397,000
|
Exercise of conversion right, period |
|
|
5 years
|
|
Total excess tax benefit (shortfall) realized |
|
|
$ 15
|
$ 116
|
2005 Equity Incentive Plan |
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
Maximum number of shares authorized |
1,000,000
|
|
1,000,000
|
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Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Goodwill [Roll Forward] |
|
|
|
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Balance as of June 1, 2015 (net of amortization) |
|
|
$ 3,109
|
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|
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$ 3,109
|
|
3,109
|
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$ (29)
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(59)
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$ (41)
|
Balance as of November 30, 2015 |
274
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|
|
|
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|
|
|
|
Balance as of June 1, 2015 (net of amortization) |
|
|
3,853
|
|
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|
|
0
|
|
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(30)
|
$ (29)
|
(59)
|
$ (41)
|
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3,794
|
|
3,794
|
|
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|
|
|
|
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|
|
|
|
Balance as of June 1, 2015 (net of amortization) |
|
|
333
|
|
Additions |
|
|
0
|
|
Amortization |
|
|
(59)
|
|
Balance as of November 30, 2015 |
274
|
|
333
|
|
Goodwill and Other Intangible Assets [Roll Forward] |
|
|
|
|
Amortization |
|
|
(59)
|
|
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|
|
|
|
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|
|
|
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|
|
411
|
|
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|
|
0
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|
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|
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$ 411
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6 Months Ended |
|
Nov. 30, 2015 |
May. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross Carrying Amount |
$ 2,505
|
$ 2,505
|
Accumulated Amortization |
(1,820)
|
(1,761)
|
Customer relationships, Net Carrying Amount |
274
|
|
Net Carrying Amount |
685
|
744
|
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|
|
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2,094
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2,094
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$ 274
|
333
|
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|
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|
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|
|
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8 years
|
|
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|
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|
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Borrowings - Additional Information (Detail) - USD ($)
|
Nov. 19, 2013 |
Nov. 30, 2015 |
May. 31, 2015 |
Line of Credit Facility [Line Items] |
|
|
|
Additional borrowing capacity under Credit Agreement |
$ 25,000,000
|
|
|
Credit Agreement |
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
Borrowing outstanding |
|
$ 0
|
$ 2,387,000
|
Weighted average interest rate |
|
|
1.25%
|
JP Morgan Chase Bank | Credit Agreement |
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
Current borrowing capacity under Credit Agreement |
$ 25,000,000
|
|
|
JP Morgan Chase Bank | Credit Agreement | Eurodollar |
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
Basis spread on variable rate |
0.75%
|
|
|
Commitment fee percentage on unused capacity |
0.10%
|
|
|
JP Morgan Chase Bank | Credit Agreement | CB Floating Rate |
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
Basis spread on variable rate |
2.50%
|
|
|
JP Morgan Chase Bank | Credit Agreement | Adjusted LIBO Rate |
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
Basis spread on variable rate |
2.00%
|
|
|
JP Morgan Chase Bank | Credit Agreement | Maximum | Eurodollar |
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
Commitment fee threshold on unused capacity |
$ 8,000,000
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v3.3.1.900
Segment Reporting and Related Disclosures - Revenues from Rental, Lease and Sale Group (Detail) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Revenue from External Customer [Line Items] |
|
|
|
|
|
Rentals and leases |
|
$ 32,173
|
$ 33,469
|
$ 64,476
|
$ 67,358
|
Sales of equipment and other revenues |
|
11,137
|
26,234
|
32,177
|
54,216
|
Total revenues |
[1] |
43,310
|
59,703
|
96,653
|
121,574
|
Depreciation |
|
14,340
|
14,670
|
28,941
|
28,585
|
T&M | Operating Segments |
|
|
|
|
|
Revenue from External Customer [Line Items] |
|
|
|
|
|
Rentals and leases |
|
27,467
|
28,789
|
54,597
|
58,038
|
Sales of equipment and other revenues |
|
10,489
|
25,758
|
31,032
|
53,233
|
Total revenues |
|
37,956
|
54,547
|
85,629
|
111,271
|
Depreciation |
|
13,246
|
13,603
|
26,695
|
26,529
|
DP | Operating Segments |
|
|
|
|
|
Revenue from External Customer [Line Items] |
|
|
|
|
|
Rentals and leases |
|
4,706
|
4,680
|
9,879
|
9,320
|
Sales of equipment and other revenues |
|
648
|
476
|
1,145
|
983
|
Total revenues |
|
5,354
|
5,156
|
11,024
|
10,303
|
Depreciation |
|
$ 1,094
|
$ 1,067
|
$ 2,246
|
$ 2,056
|
|
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Segment Reporting and Related Disclosures - Marginal Contribution by Segment (Details) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Segment Reporting Information [Line Items] |
|
|
|
|
Marginal contribution |
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|
$ 14,428
|
$ 24,755
|
$ 29,824
|
Unallocated SG&A expenses |
8,664
|
8,201
|
17,112
|
16,138
|
Interest income/(expense), net |
78
|
79
|
(164)
|
182
|
Other income |
13
|
1,390
|
13
|
1,390
|
Income before income taxes |
3,541
|
7,696
|
7,492
|
15,258
|
Operating Segments | T&M |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
Marginal contribution |
9,939
|
12,735
|
20,515
|
26,453
|
Operating Segments | DP |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
Marginal contribution |
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|
$ 1,693
|
$ 4,240
|
$ 3,371
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3 Months Ended |
6 Months Ended |
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
May. 31, 2015 |
Revenues: |
|
|
|
|
|
|
Total revenues |
[1] |
$ 43,310
|
$ 59,703
|
$ 96,653
|
$ 121,574
|
|
Net Long-Lived Assets: |
|
|
|
|
|
|
Total net long-lived assets |
[2] |
230,080
|
|
230,080
|
|
$ 244,791
|
U.S. |
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
Total revenues |
[1] |
35,576
|
50,245
|
79,923
|
101,397
|
|
Net Long-Lived Assets: |
|
|
|
|
|
|
Total net long-lived assets |
[2] |
180,978
|
|
180,978
|
|
197,514
|
Other |
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
Total revenues |
[1],[3] |
7,734
|
$ 9,458
|
16,730
|
$ 20,177
|
|
Net Long-Lived Assets: |
|
|
|
|
|
|
Total net long-lived assets |
[2],[3] |
$ 49,102
|
|
$ 49,102
|
|
$ 47,277
|
|
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3 Months Ended |
6 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Denominator: |
|
|
|
|
Denominator for basic earnings per share - weighted average common shares outstanding (including shares issuable for vested restricted stock units) |
24,440
|
24,404
|
24,426
|
24,380
|
Effect of unvested restricted stock units |
7
|
4
|
7
|
13
|
Diluted shares used in per share calculation |
24,447
|
24,408
|
24,433
|
24,393
|
Net income |
$ 2,190
|
$ 4,795
|
$ 4,660
|
$ 9,566
|
Earnings per share: |
|
|
|
|
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$ 0.09
|
$ 0.20
|
$ 0.19
|
$ 0.39
|
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$ 0.09
|
$ 0.20
|
$ 0.19
|
$ 0.39
|
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113
|
83
|
113
|
83
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Electro Rent Corp. (MM) (NASDAQ:ELRC)
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