BakerCorp International, Inc. - FORM 10-Q - June 14, 2016

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EX-32 - EXHIBIT 32 - BakerCorp International, Inc.bakercorpexhibit32-4302016.htm
EX-31.2 - EXHIBIT 31.2 - BakerCorp International, Inc.bakercorpexhibit312-430201.htm
EX-31.1 - EXHIBIT 31.1 - BakerCorp International, Inc.bakercorpexhibit311-430201.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
 FORM 10-Q
___________________________________________________
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 30, 2016
OR
 
¨
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: 333-181780
 ___________________________________________________
BAKERCORP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________
Delaware
 
13-4315148
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
7800 N. Dallas Parkway, Suite 500, Plano, Texas
 
75024
(Address of principal executive offices)
 
(Zip Code)

(888) 882-4895
(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  ¨    No  ý*

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months, had it been subject to such filing requirements.

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
Non-accelerated filer
 
x  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

There is no public market for the registrant’s common stock. There were 100 shares of the registrant’s common stock, par value $0.01 per share, outstanding on June 5, 2016.
 


TABLE OF CONTENTS
 


PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

BakerCorp International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)

 
April 30,
2016
 
January 31,
2016
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
33,775

 
$
44,754

Accounts receivable, net of allowance for doubtful accounts of $4,426 and $4,502, respectively)
60,212

 
62,420

Inventories, net
3,127

 
7,435

Prepaid expenses and other assets
4,867

 
4,800

Total current assets
101,981

 
119,409

Property and equipment, net
343,165

 
336,635

Goodwill
85,505

 
148,997

Other intangible assets, net
367,989

 
389,345

Other assets
7,008

 
708

Total assets
$
905,648

 
$
995,094

Liabilities and shareholder’s equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
16,890

 
$
18,727

Accrued expenses
23,390

 
23,969

Current portion of long-term debt (net of deferred financing costs of $2,951 and $2,914, respectively)
1,212

 
1,248

Total current liabilities
41,492

 
43,944

Long-term debt, (net of deferred financing costs of $5,980 and $6,725, respectively)
635,719

 
636,016

Deferred tax liabilities
123,334

 
144,090

Fair value of interest rate swap liabilities
476

 
951

Share-based compensation liability
87

 
736

Other long-term liabilities
1,800

 
1,909

Total liabilities
802,908

 
827,646

Commitments and contingencies
—

 
—

Shareholder’s equity:
 
 
 
Common stock, $0.01 par value; 100,000 shares authorized; 100 shares issued and outstanding as of April 30, 2016 and January 31, 2016
—

 
—

Additional paid-in capital
392,517

 
392,142

Accumulated other comprehensive loss
(32,937
)
 
(39,667
)
Accumulated deficit
(256,840
)
 
(185,027
)
Total shareholder’s equity
102,740

 
167,448

Total liabilities and shareholder’s equity
$
905,648

 
$
995,094


See Accompanying Notes to the Condensed Consolidated Financial Statements. 
        

1

BakerCorp International, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (unaudited)
(In thousands)
 
Three Months Ended April 30,
 
2016
 
2015
Revenue:
 
 
 
Rental revenue
$
52,321

 
$
61,853

Sales revenue
4,934

 
4,943

Service revenue
7,777

 
11,973

Total revenue
65,032

 
78,769

Operating expenses:
 
 
 
Employee related expenses
24,690

 
31,264

Rental expenses
7,510

 
10,460

Repair and maintenance
2,313

 
2,954

Cost of goods sold
3,062

 
2,985

Facility expenses
6,956

 
7,428

Professional fees
954

 
874

Management fees
138

 
140

Other operating expenses
3,584

 
4,198

Depreciation and amortization
15,109

 
16,319

Gain on sale of equipment
(658
)
 
(521
)
Impairment of goodwill and other intangible assets
84,046

 
—

Impairment of long-lived assets
—

 
319

Total operating expenses
147,704

 
76,420

(Loss) income from operations
(82,672
)
 
2,349

Other expenses:
 
 
 
Interest expense, net
10,523

 
10,471

Foreign currency exchange gain, net
(493
)
 
(660
)
Total other expenses, net
10,030

 
9,811

Loss before income tax benefit
(92,702
)
 
(7,462
)
Income tax benefit
(20,889
)
 
(2,838
)
Net loss
$
(71,813
)
 
$
(4,624
)

See Accompanying Notes to the Condensed Consolidated Financial Statements. 


2

BakerCorp International, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
(In thousands)
 
 
Three Months Ended April 30,
 
2016
 
2015
Net loss
$
(71,813
)
 
$
(4,624
)
Other comprehensive income (loss), net of tax
 
 
 
Unrealized gain on interest rate swap agreements, net of tax expense of $181 and $156, respectively
294

 
250

Change in foreign currency translation adjustments
6,436

 
(229
)
Other comprehensive income
6,730

 
21

Total comprehensive loss
$
(65,083
)
 
$
(4,603
)

See Accompanying Notes to the Condensed Consolidated Financial Statements. 



3

BakerCorp International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
 
 
Three Months Ended April 30,
 
2016
 
2015
Operating activities
 
 
 
Net loss
$
(71,813
)
 
$
(4,624
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Provision for doubtful accounts
312

 
245

Provision for excess and obsolete inventory, net
—

 
30

Share-based compensation
(272
)
 
388

Gain on sale of equipment
(658
)
 
(521
)
Depreciation and amortization
15,109

 
16,319

Amortization of deferred financing costs
707

 
665

Deferred income taxes
(21,308
)
 
(2,560
)
Amortization of above-market lease
(38
)
 
(140
)
Impairment of goodwill and other intangible assets
84,046

 
—

Impairment of long-lived assets
—

 
319

Changes in assets and liabilities:
 
 
 
Accounts receivable
2,417

 
819

Inventories
4,319

 
(2,012
)
Prepaid expenses and other assets
(111
)
 
612

Accounts payable and other liabilities
(2,755
)
 
1,615

Net cash provided by operating activities
9,955

 
11,155

Investing activities
 
 
 
Purchases of property and equipment
(21,140
)
 
(7,385
)
Proceeds from sale of equipment
1,287

 
834

Net cash used in investing activities
(19,853
)
 
(6,551
)
Financing activities
 
 
 
Repayment of long-term debt
(1,041
)
 
(1,041
)
Net cash used in financing activities
(1,041
)
 
(1,041
)
Effect of foreign currency translation on cash
(40
)
 
(577
)
Net increase (decrease) in cash and cash equivalents
(10,979
)
 
2,986

Cash and cash equivalents, beginning of period
44,754

 
18,665

Cash and cash equivalents, end of period
$
33,775

 
$
21,651

 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
4,920

 
$
4,917

Income taxes
$
855

 
$
589


See Accompanying Notes to the Condensed Consolidated Financial Statements. 




4

BakerCorp International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1. Organization, Description of Business, and Basis of Presentation
We are a provider of liquid and solid containment solutions, operating within a specialty sector of the broader industrial services industry. Our revenue is generated by providing rental equipment, customized solutions, and various services to our customers. We provide a wide variety of steel and polyethylene temporary storage tanks, roll-off containers, pumps, filtration, pipes, hoses and fittings, shoring, and related products to a broad range of customers for a variety of applications. Tank and roll-off container applications include the storage of water, chemicals, waste streams, and solid waste. Pump applications include the pumping of groundwater, municipal waste, and other fluids. Filtration applications include the separation of various solids from liquids. We serve a variety of industries, including industrial and environmental remediation, refining, environmental services, construction, chemicals, transportation, power, municipal works, and oil and gas. We have branches within 23 states in the United States as well as branches in Canada, France, Germany, the Netherlands, and the United Kingdom. For reporting purposes, a branch is defined as a location with at least one employee. As used herein, the terms “Company,” “we,” “us,” and “our” refer to BakerCorp International, Inc. and its subsidiaries, unless the context indicates to the contrary.

Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended January 31, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC on April 20, 2016, referred to as our 2016 Annual Report. Certain prior-period amounts have been reclassified to conform to the current financial presentation.

The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. The results of operations for the three months ended April 30, 2016 are not necessarily indicative of the results to be expected for future quarters or the full year.

Principles of Consolidation
The accompanying condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions with our subsidiaries have been eliminated.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, judgments, and assumptions, including those related to revenue recognition, allowances for doubtful accounts, inventory valuation, customer rebates, sales returns and allowances, medical insurance claims, litigation accruals, impairment of long-lived assets, intangible assets and goodwill, depreciation, contingencies, income taxes, share-based compensation (expense and liability) and derivatives. Our estimates, judgments, and assumptions are based on historical experience, future expectations, and other factors which we believe to be reasonable. Actual results could materially differ from those estimates.

5

Note 2. Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU No. 2015-05”). ASU No. 2015-05 amends ASC 350, “Intangibles - Goodwill and Other.” The amendments provide guidance as to whether a cloud computing arrangement includes a software license and, based on that determination, how to account for such arrangements. The amendments may be applied on either a prospective or retrospective basis. Under prospective transition, the update would be applied to all arrangements entered into or materially modified after the transition date. The provisions are effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 31, 2016. Early adoption is permitted. We adopted this standard beginning February 1, 2016 on a prospective basis. There was no financial statement impact of adopting ASU 2015-05 during the three months ended April 30, 2016.
In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU No. 2015-03”). ASU No. 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The update requires retrospective application and represents a change in accounting principle. ASU 2015-03 does not specifically address requirements for the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. In August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” clarifying that debt issuance costs related to line-of-credit arrangements could be presented as an asset and amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standard is effective for nonpublic entities for annual periods beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We adopted ASU 2015-03 and ASU 2015-15 beginning February 1, 2016 on a retrospective basis and elected to classify debt issuance costs including those related to line-of-credit arrangements as a direct reduction from the debt liability. The impact of retrospectively adopting the above guidance as of January 31, 2016 was a reduction of our total assets and liabilities as follows:
 
January 31, 2016
(in thousands)
Previously Reported
 
Simplifying the Presentation of Debt Issuance Costs
 
Currently Reported
Prepaid expenses and other current assets
5,018

 
(218
)
 
4,800

Total current assets
119,627

 
(218
)
 
119,409

Deferred financing costs, net
417

 
(417
)
 
—

Total assets
995,729

 
(635
)
 
995,094

Current portion of long-term debt
1,466

 
(218
)
 
1,248

Total current liabilities
44,162

 
(218
)
 
43,944

Long-term debt, net of current portion
636,433

 
(417
)
 
636,016

Total liabilities
828,281

 
(635
)
 
827,646

Total liabilities and shareholder’s equity
995,729

 
(635
)
 
995,094

As a result of adopting ASU 2015-03 and ASU 2015-15, “Deferred financing costs, net” are no longer separately classified within total assets on our condensed consolidated balance sheet.
Recently Issued Accounting Pronouncements
In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). ASU 2016-12 provides clarification to Topic 606 on how to assess collectibility, present sales tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. In addition, ASU 2016-12 clarifies that an entity retrospectively applying the guidance in Topic 606 is not required to disclose the effect of the accounting change in the period of adoption. The standard is effective for non-public entities for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. We are currently assessing the impact the adoption of ASU 2016-12 will have on our consolidated financial statements.


6

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 simplifies the guidance surrounding the identification of performance obligations and improves the implementation guidance on identifying licensing arrangements within customer contracts. The standard is effective for non-public entities for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. We are currently assessing the impact the adoption of ASU 2016-10 will have on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for share-based payments transactions, including income tax consequences, classification of awards as either liability or equity, and classification on the statement of cash flows. The standard is effective for non-public entities for annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the impact the adoption of ASU 2016-09 will have on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" ("ASU 2016-08"). The amendments in ASU 2016-08 affect the guidance in ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU 2016-08 applies when a third party is involved in providing goods or services to a customer. In such circumstance, ASU 2016-08 requires an entity to determine whether the nature of its promise is to provide the specified good or service itself to the customer (that is, the entity is a principal) or to arrange for that good or service to be provided by the third party to the customer (that is, the entity is an agent for the third party). If the entity is a principal, upon satisfying a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer. If the entity is an agent, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the third party. The standard is effective for non-public entities for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. We are currently assessing the impact the adoption of ASU 2016-08 will have on our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). This amendment requires the recognition of lease assets and liabilities on the Balance Sheet by lessees for those leases currently classified as operating leases under ASC 840 "Leases" and increases the disclosure requirements surrounding these leases. For nonpublic business entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. We are currently assessing the impact the adoption of ASU 2016-02 will have on our consolidated financial statements.
In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU No. 2015-11”). ASU No. 2015-11 requires inventory to be measured “at the lower of cost and net realizable value.” Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For nonpublic business entities, ASU No. 2015-11 is effective prospectively for annual periods beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact that the adoption of these provisions will have on our consolidated financial statements.
During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU No. 2014-09”). ASU No. 2014-09 will require companies to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU No. 2014-09 creates a five-step model that requires companies to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASU No. 2014-09 allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements. A decision about which method to use will affect a company’s implementation plans. The standard is effective for non-public entities for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. We are currently assessing the impact the adoption of ASU No. 2014-09 will have on our consolidated financial statements.

7

Note 3. Changes in Accumulated Other Comprehensive Loss
The following table includes the components of accumulated other comprehensive loss, net of tax, for the three months ended April 30, 2016:
(In thousands)
Unrealized Loss
on Interest
Rate Swap
Agreements (1)
 
Change in
Foreign
Currency
Translation
Adjustments
 
Total
Balance at January 31, 2016
$
(586
)
 
$
(39,081
)
 
$
(39,667
)
Other comprehensive income before reclassifications
294

 
6,436

 
6,730

Net other comprehensive income
294

 
6,436

 
6,730

Balance at April 30, 2016
$
(292
)
 
$
(32,645
)
 
$
(32,937
)
(1)     Unrealized income on interest rate swap agreements is net of tax expense of $181 for the three months ended April 30, 2016.
    
The following table includes the components of accumulated other comprehensive loss, net of tax, for the three months ended April 30, 2015:
(In thousands)
Unrealized Loss
on Interest
Rate Swap
Agreements (1)
 
Change in
Foreign
Currency
Translation
Adjustments
 
Total
Balance at January 31, 2015
$
(1,676
)
 
$
(34,098
)
 
$
(35,774
)
Other comprehensive income (loss) before reclassifications
250

 
(229
)
 
21

Net other comprehensive income (loss)
250

 
(229
)
 
21

Balance at April 30, 2015
$
(1,426
)
 
$
(34,327
)
 
$
(35,753
)
(1)     Unrealized income on interest rate swap agreements is net of tax expense of $156 for the three months ended April 30, 2015.

Note 4. Inventories, Net
Inventories, net consist of the following:
(In thousands)
April 30,
2016
 
January 31,
2016
Finished goods
$
2,510

 
$
3,075

Work-in-process
544

 
1,018

Components
873

 
4,142

Less: inventory reserve
(800
)
 
(800
)
Inventories, net
$
3,127

 
$
7,435



8

Note 5. Property and Equipment, Net

Property and equipment, net consist of the following on April 30, 2016:
(In thousands)
Cost
 
Accumulated
Depreciation
 
Net
Carrying Amount
Assets held for rent:
 
 
 
 
 
Spill protection berms
$
3,598

 
$
(2,456
)
 
$
1,142

Boxes
30,041

 
(12,950
)
 
17,091

Filtration
12,520

 
(5,575
)
 
6,945

Generators and light towers
439

 
(226
)
 
213

Pipes, hoses and fittings
13,505

 
(9,947
)
 
3,558

Non-steel containment
10,564

 
(4,764
)
 
5,800

Pumps
55,981

 
(32,318
)
 
23,663

Shoring
4,031

 
(3,033
)
 
998

Steel containment
333,435

 
(80,559
)
 
252,876

Tank trailers
1,817

 
(1,582
)
 
235

Construction in progress
5,506

 
—

 
5,506

Total assets held for rent
471,437

 
(153,410
)
 
318,027

Assets held for use:
 
 
 
 
 
Leasehold improvements
3,545

 
(2,229
)
 
1,316

Machinery and equipment
41,723

 
(26,719
)
 
15,004

Office furniture and equipment
4,997

 
(3,661
)
 
1,336

Software
11,986

 
(6,718
)
 
5,268

Construction in progress
2,214

 
—

 
2,214

Total assets held for use
64,465

 
(39,327
)
 
25,138

Total
$
535,902

 
$
(192,737
)
 
$
343,165


9

    
Property and equipment, net consisted of the following on January 31, 2016:
(In thousands)
Cost
 
Accumulated
Depreciation
 
Net
Carrying Amount
Assets held for rent:
 
 
 
 
 
Spill protection berms
$
4,705

 
$
(3,718
)
 
$
987

Boxes
27,820

 
(12,361
)
 
15,459

Filtration
11,419

 
(5,050
)
 
6,369

Generators and light towers
375

 
(215
)
 
160

Pipes, hoses and fittings
17,398

 
(13,876
)
 
3,522

Non-steel containment
6,831

 
(2,093
)
 
4,738

Pumps
55,067

 
(30,809
)
 
24,258

Shoring
3,932

 
(2,918
)
 
1,014

Steel containment
331,106

 
(76,804
)
 
254,302

Tank trailers
1,817

 
(1,542
)
 
275

Construction in progress
1,113

 
—

 
1,113

Total assets held for rent
461,583

 
(149,386
)
 
312,197

Assets held for use:
 
 
 
 
 
Leasehold improvements
3,503

 
(2,147
)
 
1,356

Machinery and equipment
40,239

 
(25,174
)
 
15,065

Office furniture and equipment
4,864

 
(3,510
)
 
1,354

Software
11,778

 
(6,149
)
 
5,629

Construction in progress
1,034

 
—

 
1,034

Total assets held for use
61,418

 
(36,980
)
 
24,438

Total
$
523,001

 
$
(186,366
)
 
$
336,635


We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related carrying value of the asset to its estimated fair value.
Due to certain indicators of impairment identified during our interim impairment test of goodwill (see Note 6), we assessed our long-lived assets for impairment in North America. We tested the property and equipment for recoverability by comparing the sum of undiscounted cash flows to the carrying value of the North American reporting unit asset group and concluded there were no indicators of impairment.    
Depreciation and amortization expense related to property and equipment for the three months ended April 30, 2016 and April 30, 2015 was $11.1 million and $12.2 million, respectively.

10

Note 6. Goodwill and Other Intangible Assets, Net

Goodwill

Goodwill by reportable segment and reporting units on April 30, 2016 and January 31, 2016 and the changes in the carrying amount of goodwill during the three months ended April 30, 2016 were the following:
(In thousands)
North America
 
Europe
 
Gross
 
Accumulated
Impairment
 
Net
 
Gross
 
Accumulated
Impairment
 
Net
Balance at January 31, 2016
$
257,052

 
(159,011
)
 
98,041

 
$
50,956

 
—

 
50,956

Impairments
—

 
(65,746
)
 
(65,746
)
 
—

 
—

 
—

Adjustments (1)
—

 
—

 
—

 
2,254

 
—

 
2,254

Balance at April 30, 2016
$
257,052

 
(224,757
)
 
32,295

 
$
53,210

 
—

 
53,210

(1)
The adjustments to gross goodwill were the result of fluctuations in foreign currency exchange rates used to translate the balance into U.S. dollars.
We evaluate the carrying value of goodwill annually on November 1st of each fiscal year and more frequently if we believe indicators of impairment exist. In evaluating goodwill, a two-step goodwill impairment test is applied to each reporting unit. In the first step of the impairment test, we compare the estimated fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. We estimate the fair value of our reporting units based on income and market approaches. If the carrying amount of a reporting unit exceeds its fair value, the amount of the impairment loss must be measured (the second step or “Step 2”). Any change in the assumptions input into the fair value model, which include market-driven assumptions, could result in future impairments.
During the three months ended April 30, 2016, we encountered a reduction in our operating results in comparison to our forecast, primarily due to greater weakness in upstream oil and gas than anticipated, slower rebound in our construction business, and the delay of capital projects by refinery and power plants which can be seen through our lower volume of work with industrial service customers. As a result of the recent decline in demand for our products and services, we re-assessed our revenue and EBITDA forecast beginning with fiscal year 2017 using a bottoms-up approach, having conversations with our key customers, and performing an analysis on current market conditions and industry spending behavior. Based on our assessment, we noted that despite the recent stabilization of oil prices during the first quarter of fiscal year 2017, there will be continued uncertainty in the energy market resulting in a slow down in capital spend. As a result, we updated our projections to reflect the decline in activity for the remainder of fiscal year 2017, adjusted our forecast for the outer years to maintain similar growth rates as our previous forecast, and performed the first step of the goodwill impairment test.
Under the first step of the impairment test, we determined the carrying value of the North American reporting unit exceeded fair value. For the European reporting unit, the fair value of the reporting unit exceeded the carrying value, suggesting no indication of potential goodwill impairment. We then performed the second step of the impairment test for the North American reporting unit and calculated the implied fair value of goodwill, which was less than its carrying value. Based on our preliminary analysis, we recorded a non-cash goodwill impairment charge of $65.7 million in our North American reporting unit. This impairment charge, which is included under the caption “Impairment of goodwill and other intangible assets” in our condensed consolidated statements of operations for the three months ended April 30, 2016, does not impact our operations, compliance with our debt covenants or our cash flows. No impairment charges were recorded for our European reporting unit.
In calculating the fair value of our North American reporting unit under the first step, we gave equal weight to the income approach, which analyzed projected discounted cash flows, and the market approach, which considered comparable public companies as well as comparable industry transactions.
Under the income approach, we estimate future capital expenditures required to maintain our rental fleet under normalized operations and utilize the following Level 3 estimates and assumptions in the discounted cash flow analysis:
•
Long-term EBITDA margin range of 25.8% to 30.5%, reflecting our historical and forecasted profit margins;
•
Long-term revenue growth rate range of 3.0% to 8.0% based on long-term nominal growth rate potential;
•
A discount rate of 10% based on our weighted average cost of capital;

11

Under the market approach, we used other significant observable market inputs including various peer company comparisons and industry transaction data, which resulted in revenue and EBITDA market multiples of 1.75x to 2.00x and 6.00x to 7.50x, respectively. In evaluating our market multiples, we placed higher consideration on peer companies that were experiencing similar oil and gas pressures. Changes in the estimates utilized under the income and market approaches could materially affect the determination of fair value and the conclusions of the step one analysis for the reporting unit.
The completion of Step 2 of the goodwill impairment test for our North American reporting unit is subject to the finalization of the fair value of property and equipment, other intangible assets, deferred taxes and leases which we expect to complete prior to filing our 2016 Quarterly Report on Form 10-Q for the three and six months ended July 31, 2016. We believe that the preliminary estimate of the goodwill impairment is reasonable and represents our best estimate as of the date thereof based on assumptions that are subject to inherent uncertainty. There can be no assurance that material adjustments to the preliminary estimate will not be required as Step 2 is finalized. Following the completion of Step 2, we will adjust our preliminary estimate, if necessary, and record any required adjustment in our condensed consolidated financial statements for the three and six months ended July 31, 2016.

Other Intangible Assets, Net
The components of other intangible assets, net were the following:
 
April 30, 2016
 
 
January 31, 2016
(In thousands)
Gross (1)
 
Accumulated
Amortization
 
Net
 
 
Gross (1)
 
Accumulated
Amortization
 
Net
Carrying amount:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships (25 years)
$
401,593

 
$
(78,980
)
 
$
322,613

 
 
$
400,814

 
$
(74,819
)
 
$
325,995

Customer backlog (2 years)
200

 
(200
)
 
—

 
 
200

 
(200
)
 
—

Developed technology (11 years)
1,649

 
(358
)
 
1,291

 
 
1,639

 
(319
)
 
1,320

Trade name (Indefinite)
44,085

 
—

 
44,085

 
 
62,030

 
—

 
62,030

Total carrying amount
$
447,527

 
$
(79,538
)
 
$
367,989

 
 
$
464,683

 
$
(75,338
)
 
$
389,345

(1)
$18.3 million of the total decrease in the gross intangible assets balance on April 30, 2016 compared to January 31, 2016 is due to the impairment charge recorded during the three months ended April 30, 2016 (see further details below). The decrease is partially offset by fluctuations in the foreign currency exchange rates used to translate foreign intangible asset balances into U.S. dollars.
We evaluate the carrying value of our indefinite-lived intangible asset (trade name) annually on November 1st of each fiscal year and more frequently if we believe indicators of impairment exist. To test our indefinite-lived intangible asset for impairment, we compare the fair value of our indefinite-lived intangible asset to its carrying value. We estimate the fair value using an income approach using the asset’s projected discounted cash flows. We recognize an impairment loss when the estimated fair value of the indefinite-lived intangible asset is less than the carrying value.
We assess the impairment of definite-lived intangible assets whenever events or changes in circumstances indicate the carrying value may not be recoverable. The asset is impaired if its carrying value exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the asset. In assessing recoverability, we must make assumptions regarding estimated future cash flows and other factors. The impairment loss is the amount by which the carrying value of the asset exceeds its fair value. We estimate fair value utilizing the projected discounted cash flow method and a discount rate determined by our management to be commensurate with the risk inherent in our current business model. When calculating fair value, we must make assumptions regarding estimated future cash flows, discount rates and other factors.
Due to certain indicators of impairment identified during our April 30, 2016 interim impairment test of goodwill, we assessed our indefinite and definite-lived intangible assets for impairment. Based on our analysis, we preliminarily concluded that the carrying value of our indefinite-lived intangible asset (trade name) exceeded its fair value and recorded an impairment charge of $18.3 million in our North American reporting unit. This impairment charge, which is included under the caption “Impairment of goodwill and other intangible assets” in our condensed consolidated statements of operations for the three months ended April 30, 2016, does not impact our operations, compliance with our debt covenants or our cash flows. We estimated the fair value of our trade name using the relief-from-royalty method, which uses several significant assumptions, including an estimate of useful life and revenue projections that consider historical and estimated future results, general economic and market conditions, as well as the impact of planned business and operational strategies. The following Level 3 estimates and assumptions were also used in the relief-from-royalty method:
•
Royalty rate of 1.5% based on market observed royalty rates; and
•
A discount rate of 12.0% based on the required rate of return for the trade name asset.

12

As of April 30, 2016, there was no impairment of our definite-lived intangible assets.
Amortization expense related to intangible assets for the three months ended April 30, 2016 and April 30, 2015 was $4.1 million and $4.1 million, respectively. Estimated amortization expense for the fiscal periods ending January 31 is as follows:
(In thousands)
Estimated 
Amortization
Expense
Remainder of the fiscal year ending January 31, 2017
$
12,161

2018
16,214

2019
16,214

2020
16,214

2021
16,214

Thereafter
246,887

Total
$
323,904



Note 7. Accrued Expenses
Accrued expenses consist of the following:
(In thousands)
April 30,
2016
 
January 31,
2016
Accrued compensation
$
8,126

 
$
13,605

Accrued insurance
809

 
949

Accrued interest
8,254

 
3,351

Accrued professional fees
377

 
500

Accrued taxes
4,410

 
3,383

Other accrued expenses
1,414

 
2,181

Total accrued expenses
$
23,390

 
$
23,969



Note 8. Fair Value Measurements

Instruments Measured at Fair Value on a Recurring Basis
Instruments measured at fair value on a recurring basis are summarized below:
 
 
 
April 30, 2016
(In thousands)
Total
 
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
 
 
Interest rate swap liabilities
$
476

 
$
—

 
$
476

 
$
—

Share-based compensation liability
87

 
—

 
—

 
87

Total
$
563

 
$
—

 
$
476

 
$
87

 
 
 
 
January 31, 2016
(In thousands)
Total
 
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
 
 
Interest rate swap liabilities
$
951

 
$
—

 
$
951

 
$
—

Share-based compensation liability
736

 
—

 
—

 
736

Total
$
1,687

 
$
—

 
$
951

 
$
736



13

As discussed in Note 10, “Derivatives,” we had interest rate swap contracts with a total notional principal of $214.0 million outstanding on April 30, 2016. The fair value of interest rate swap contracts is calculated based on the fixed rate, notional principal, settlement date, present value of the future cash flows, terms of the agreement, and future floating interest rates as determined by a future interest rate yield curve. Our interest rate swap contracts are recorded at fair value utilizing Level 2 inputs such as trade data, broker/dealer quotes, observable market prices for similar securities, and other available data. Although readily observable data is utilized in the valuations, different valuation methodologies could have an effect on the estimated fair value. Accordingly, the inputs utilized to determine the fair value of the interest rate swap contracts are categorized as Level 2. During the three months ended April 30, 2016, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.

On April 30, 2016 and January 31, 2016, the weighted average fixed interest rate of our interest rate swap contracts were 2.1% and 2.1%, respectively, and the weighted average remaining life was 0.2 years and 0.5 years, respectively. Interest expense related to our interest rate swap contracts during the three months ended April 30, 2016 and April 30, 2015 was $0.5 million and $0.5 million, respectively.

Level 3 Valuations
When at least one significant valuation model assumption or input used to measure the fair value of financial assets or liabilities is unobservable in the market, they are deemed to be measured using Level 3 inputs. These Level 3 inputs may include pricing models, discounted cash flow methodologies or similar techniques where at least one significant model assumption or input is unobservable. We use Level 3 inputs to value our share-based compensation liability, which are based upon internal valuations, considering input from third parties, utilizing the following assumptions (See Note 12, “Stockholder's Equity”):
•
Current Common Stock Value - We operate as a privately-owned company, and our stock does not and has not been traded on a market or an exchange. As such, we estimate the value of BCI Holdings on a quarterly basis. If there have been no significant changes such as acquisitions, disposals, or loss of a major customer between our valuation analysis and the grant date of a stock option, we will continue to use that valuation. We determined the fair value of BCI Holdings common stock based on an analysis of the market approach and the income approach. Under the market approach, we estimated the fair value based on market multiples of EBITDA for comparable public companies.
•
Expected Volatility - Management determined that historical volatility of comparable publicly traded companies is the best indicator of our expected volatility and future stock price trends.
•
Expected Dividends - We historically have not paid cash dividends, and do not currently intend to pay cash dividends, and thus have assumed a 0% dividend rate.
•
Expected Term - For options granted “at-the-money,” we used the simplified method to estimate the expected term for the stock options as we do not have enough historical exercise data to provide a reasonable estimate. For stock options granted “out-of-the-money,” we used an adjusted simplified method that considers the probability of the stock options becoming “in-the-money.”
•
Risk-Free Rate - The risk-free interest rate was based on the U.S. Treasury yield with a maturity date closest to the expiration date of the stock option grant.

We determined that a +/-10% change in the above assumptions would not have a significant impact to our reported net loss for the three months ended April 30, 2016.
        
The following table provides a reconciliation of the beginning and ending balance of our share-based compensation liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

 
 
Three Months Ended April 30, 2016
 
 
Level 3
(In thousands)
 
Share-based Compensation Liability
Beginning balance on January 31, 2016
 
$
736

Total income included in operating expense
 
(649
)
Balance at April 30, 2016
 
$
87



14

Instruments Not Recorded at Fair Value on a Recurring Basis
Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include cash and cash equivalents, accounts receivables, inventories, certain other assets, accounts payable, and accrued expenses.
Our long-term debt is not recorded at fair value on a recurring basis but is measured at fair value for disclosure purposes. The fair value of our long-term debt is estimated based on the latest sales price for similar instruments obtained from a third party (Level 2 inputs). On April 30, 2016 and January 31, 2016, the fair values of our senior notes and senior term loan were $193.8 million and $367.3 million, respectively, and $166.8 million and $341.8 million, respectively.

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
We reduce the carrying amounts of our goodwill, intangible assets, and long-lived assets to fair value when held for sale or determined to be impaired. During the three months ended April 30, 2016, we encountered a reduction in our operating results in comparison to our forecast and, as such, re-assessed our revenue and EBITDA projections. This resulted in impairment charges to write down goodwill and indefinite-lived intangible assets (see Note 6, “Goodwill and Other Intangible Assets, Net”). The Company determined the fair values using income and market approaches. The estimation of fair value and cash flows in the fair value measurements required the use of significant unobservable inputs, and as a result, the fair value measurements were classified as Level 3.

Note 9. Debt

Long-term debt consists of the following:
(In thousands)
April 30,
2016
 
January 31,
2016
Senior term loan (LIBOR margin of 3.0% and interest rate of 4.25%)
$
405,862

 
$
406,903

Revolving loan
—

 
—

Senior unsecured notes
240,000

 
240,000

Total debt
645,862

 
646,903

Less deferred financing costs
(8,931
)
 
(9,639
)
Total debt less deferred financing costs
636,931

 
637,264

Less current portion (net of current portion of deferred financing costs of $2,951 and $2,914, respectively)
(1,212
)
 
(1,248
)
Long-term debt, net of current portion (net of long-term portion of deferred financing costs of $5,980 and $6,725, respectively)
$
635,719

 
$
636,016


On June 1, 2011, we (i) entered into a $435.0 million senior secured credit facility (the “Credit Facility”), consisting of a $390.0 million term loan facility (the “Senior Term Loan”) and a $45.0 million revolving credit facility (the “Revolving Credit Facility”) ($45.0 million available on April 30, 2016) and (ii) issued $240.0 million in aggregate principal amount of senior unsecured notes due 2019 (the “Notes”).

15


Credit Facility
On February 7, 2013, we entered into a first amendment to our Credit Facility (the “First Amendment”), to refinance our Credit Facility. Pursuant to the First Amendment, we borrowed $384.2 million of term loans (the “Amended Senior Term Loan”) to refinance a like amount of term loans (the “Original Term Loan”) under the Credit Facility. Borrowings under the Credit Facility bear interest at a rate equal to LIBOR plus an applicable margin, subject to a LIBOR floor of 1.25%. The LIBOR margin applicable to the Amended Senior Term Loan is 3.00%, which is 0.75% less than the LIBOR margin applicable to the Original Term Loan. In addition, pursuant to the First Amendment, among other things, (i) the Senior Term Loan maturity date was extended to February 7, 2020, provided that the maturity will be March 2, 2019 if the Amended Senior Term Loan is not repaid or refinanced on or prior to March 2, 2019, (ii) the Revolving Credit Facility maturity date was extended to February 7, 2018, and (iii) we obtained increased flexibility with respect to certain covenants and restrictions relating to our ability to incur additional debt, make investments, debt prepayments, and acquisitions. Principal on the Senior Term Loan is payable in quarterly installments of $1.0 million. Furthermore, the excess cash flow prepayment requirement is in effect until the maturity date.
On November 13, 2013, we entered into a second amendment to our Credit Facility (the “Second Amendment”). Pursuant to the Second Amendment, the Company borrowed $35.0 million of incremental term loans (the “Incremental Term Loans”), which may be used for general corporate purposes, including to finance permitted acquisitions. The terms applicable to the Incremental Term Loans are the same as those applicable to the term loans under the Credit Facility.
The Credit Facility, as amended in February 2013 and November 2013, places certain limitations on our (and all of our U.S. subsidiaries’) ability to incur additional indebtedness, pay dividends or make other distributions, repurchase capital stock, make certain investments, enter into certain types of transactions with affiliates, utilize assets as security in other transactions, and sell certain assets or merge with or into other companies. In addition, under the Credit Facility, we may be required to satisfy and maintain a total leverage ratio if there is an outstanding balance on the revolving loan of 25% or more of the committed amount on any quarter end.
On April 30, 2016, we did not have an outstanding balance on the Revolving Credit Facility; therefore, on April 30, 2016, we were not subject to a leverage test and were in compliance with all of our requirements and covenant tests under the Credit Facility.
Senior Unsecured Notes Due 2019
On June 1, 2011, we issued $240.0 million of fixed rate 8.25% Notes due June 1, 2019. We may redeem all or any portion of the Notes at the redemption prices set forth in the applicable indenture, plus accrued and unpaid interest. Upon a change of control, we are required to make an offer to redeem all of the Notes from the holders at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of the repurchase. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our direct and indirect existing and future wholly-owned domestic restricted subsidiaries.
Interest and Fees
Costs related to debt financing are deferred and amortized to interest expense over the term of the underlying debt instruments utilizing the straight-line method for our revolving credit facility and the effective interest method for our senior term and revolving loan facilities. We amortized $0.7 million of deferred financing costs during each of the three months ended April 30, 2016 and April 30, 2015.
Interest and fees related to our Credit Facility and the Notes were as follows:
 
Three Months Ended April 30,
(In thousands)
2016
 
2015
Credit Facility interest and fees(1)
$
4,770

 
$
4,750

Notes interest and fees (2)
5,267

 
5,240

Total interest and fees
$
10,037

 
$
9,990

(1)    Interest on the Amended Term Loan is payable quarterly based upon an interest rate of 4.25%.
(2)    Interest on the Notes is payable semi-annually based upon a fixed annual rate of 8.25%.


16

Principal Payments on Debt
On April 30, 2016, the schedule of minimum required principal payments relating to the Amended Senior Term Loan and the Notes for each of the twelve months ending January 31 are due according to the table below:
(In thousands)
Principal 
Payments on
Debt
Remainder of the fiscal year ending January 31, 2017
$
3,122

2018
4,163

2019
4,163

2020
634,414

Total
$
645,862


Note 10. Derivatives

Cash Flow Hedges
We utilize interest rate derivative contracts to hedge cash flows related to the variable interest rate exposure on our debt. Our use of interest rate derivative contracts is not intended or designed to be used for trading or speculative purposes. For these interest rate swap contracts, we have agreed to pay fixed interest rates while receiving a floating LIBOR. The purpose of holding these interest rate swap contracts is to hedge against the upward movement of LIBOR and the associated interest we pay on our external variable rate credit facilities.

The fair value of the potential termination obligations related to our interest rate swaps, which were recorded within the “Fair value of interest rate swap liabilities” caption of our condensed consolidated balance sheets, were as follows:
(In thousands)
 
Notional
Amount
 
Interest Rate
 
April 30,
2016
 
January 31,
2016
Interest rate swaps effective July 2011, expires July 2016 (1)
 
150,000

 
2.346%
 
$
413

 
$
825

Interest rate swap, effective July 2014, expires July 2016 (1)
 
64,000

 
1.639%
 
63

 
126

 
 
 
 
 
 
$
476

 
$
951

(1)
These interest rate swaps require a fixed rate of interest in exchange for a variable interest rate based on a three-month LIBOR, subject to a 1.25% floor.
The interest rate swap agreements have been designated as cash flow hedges of our interest rate risk and recorded at estimated fair values as of April 30, 2016 and January 31, 2016. The fair value of the interest rate hedges reflect the estimated amount that we would receive or pay to terminate the contracts at each reporting date (See Note 8, “Fair Value Measurements”).
We determined that the interest rate swap agreements are highly effective in offsetting future variable interest payments associated with the hedged portion of our term loans. During the three months ended April 30, 2016, no ineffectiveness was recorded into current period earnings. We do not expect to reclassify any material amount from other comprehensive income into earnings within the next 12 months.
The effective portion of the unrealized gain (loss) recognized in other comprehensive income for our derivative instruments designated as cash flow hedges was the following:
 
Three Months Ended April 30,
(In thousands)
2016
 
2015
Unrealized gain, before income tax expense
$
475

 
$
406

Income tax expense
181

 
156

Total
$
294

 
$
250



17

Note 11. Income Taxes
The income tax benefit for the three months ended April 30, 2016 and April 30, 2015 is based on the estimated effective tax rate for the entire fiscal year. The estimated annual effective tax rate is subject to adjustment in subsequent quarterly periods as our estimates of pre-tax income and loss for the year fluctuate, including changes in the geographic mix of pre-tax income and loss.
 
The effective income tax rates for the three months ended April 30, 2016 and April 30, 2015 were a benefit of 22.5% and 38.0%, respectively. The effective tax rates differ from the U.S. federal statutory rate primarily due to income taxed in foreign jurisdictions, state taxes, non-deductible goodwill impairment and discrete items. The difference in effective income tax rates for the three months ended April 30, 2016 and April 30, 2015 primarily relates to a change in the estimated forecast of pre-tax book income and loss for each respective jurisdiction which includes an impairment of non-deductible goodwill recorded during the three months ended April 30, 2016. Discrete items related primarily to excess shortfalls associated with the exercise, cancellation, and expiration of stock options and valuation allowance recorded on the state deferred taxes for net operating losses recorded during the three months ended April 30, 2016.
 
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. A valuation allowance is recorded for deferred income tax assets when management determines it is more likely than not that such assets will not be realized. Our deferred tax assets primarily relate to federal net operating loss carry-forwards. Management believes we will realize the benefit of existing deferred tax assets based on the scheduled reversal of U.S. deferred tax liabilities, related to depreciation and amortization expenses not deductible for tax purposes, which is ordinary income and therefore of the same character as the temporary differences giving rise to the deferred tax assets. This reversal will occur in substantially similar time periods and in the same jurisdictions as the deferred tax assets. As such, the deferred tax liabilities are considered a source of income sufficient to support our U.S. deferred tax assets; therefore, a valuation allowance is not required on April 30, 2016.
 
We recognize a tax benefit 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. Tax benefits recognized from such a position are measured based on whether the benefit has a greater than 50% likelihood of being realized upon ultimate resolution. We do not believe there will be any material unrecognized tax positions over the next 12 months.

We believe appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years. However, due to the risk that audit outcomes and the timing of audit settlements are subject to significant uncertainty and as we continue to evaluate such uncertainties in light of current facts and circumstances, our current estimate of the total amounts of unrecognized tax benefits could increase or decrease for all open tax years. As of the date of this report, we do not anticipate that there will be any material change in the unrecognized tax benefits associated with these audits within the next twelve months.


18

Note 12. Stockholder’s Equity

Share-based Compensation
During June 2011, BakerCorp International Holdings (“BCI Holdings”) adopted a share-based compensation plan, the BakerCorp International Holdings, Inc. 2011 Equity Incentive Plan (the “2011 Plan”). On September 12, 2013, the BCI Holdings’ Board of Directors amended the 2011 Plan by resolution to increase the number of shares of BCI Holdings common stock authorized for issuance under the 2011 Plan to 1,001,339 shares. On April 30, 2016, there were 267,545 shares available for grant. The amended 2011 Plan permits the granting of BCI Holdings stock options, nonqualified stock options and restricted stock to eligible employees and non-employee directors and consultants.

The following table summarizes stock option activity during the three months ended April 30, 2016:
 
Number of
Options
 
Weighted
Average
Exercise 
Price
 
Aggregate
Intrinsic 
Value
(in thousands)(1)
 
Weighted
Average 
Term
Remaining
(in years)
 
Weighted
Average 
Grant
Date Fair 
Value
Outstanding, January 31, 2016
731,736

 
$
83.67

 
$
1,830

 
7.0
 
 
Granted
2,625

 
$
85.00

 
 
 
 
 
$
23.09

Exercised
—

 
$
—

 
$
—

 
 
 
 
Forfeited/cancelled/expired
(2,500
)
 
$
175.00

 
 
 
 
 
 
Outstanding, April 30, 2016
731,861

 
$
83.36

 
$
41

 
6.8
 
 
Vested and expected to vest, April 30, 2016
84,530

 
$
70.79

 
$
41

 
3.3
 
 
Exercisable, April 30, 2016
83,461

 
$
69.45

 
$
41

 
3.1
 
 
 
(1)
Aggregate intrinsic value in the table above represents the total pre-tax value that option holders would have received had all option holders exercised their options on April 30, 2016. The aggregate intrinsic value is the difference between the estimated fair market value of the BCI Holdings common stock at the end of the period and the option exercise price, multiplied by the number of in-the-money options. This amount will change based on the fair market value of the BCI Holdings common stock.

As of April 30, 2016, there was $17.8 million of unrecognized pre-tax share-based compensation expense related to non-vested stock options of which $1.6 million we expect to recognize over a weighted average period of 2.6 years. We expect to recognize the remaining $16.2 million, which includes $8.1 million of unrecognized share-based compensation expense for the CEO’s options, upon a Change in Control or initial public offering (“IPO”) as defined in the 2011 Plan. During the three months ended April 30, 2016, we did not recognize any share-based compensation expense related to the CEO’s options.
The total fair value of options vested during the three months ended April 30, 2016 and April 30, 2015 is zero and $0.6 million, respectively.

The share-based compensation expense included within employee related expenses in our condensed consolidated statement of operations was the following:
 
Three Months Ended April 30,
(In thousands)
2016
 
2015
Non-cash share-based compensation expense (1)
$
(272
)
 
$
388

(1)
We remeasured certain options classified as liability awards and recorded decreases to non-cash share-based compensation expense of $0.6 million and $0.1 million during the three months ended April 30, 2016 and April 30, 2015, respectively.

The fair value of BCI Holdings stock options issued and classified as equity awards was determined using the Black-Scholes options pricing model utilizing the following weighted-average assumptions for each respective period:
 
Three Months Ended April 30,
 
2016
 
2015
Expected volatility
45
%
 
45
%
Expected dividends
—
%
 
—
%
Expected term
6.1 years

 
6.4 years

Risk-free interest rate
1.4
%
 
1.6
%

    

19

Liability Awards
We account for certain option awards as liability awards, as we determined cash settlement upon exercise is probable. We remeasured the fair value of these options on April 30, 2016 and decreased our liability to $0.1 million from the $0.7 million recorded at January 31, 2016. The quarterly re-measurement resulted in a decrease to our non-cash share-based compensation expense of $0.6 million during the three months ended April 30, 2016.
The fair value of BCI Holdings stock options accounted for as liability awards were determined using the Black-Scholes option pricing model utilizing the following assumption for each respective period:
 
Three Months Ended April 30,
 
2016
 
2015
Expected volatility
55
%
 
50
%
Expected dividends
—
%
 
—
%
Expected term
1.2 years

 
3.0 years

Risk-free interest rate
0.6
%
 
0.9
%

Note 13. Segment Reporting

We conduct our operations through entities located in the United States, Canada, France, Germany, the Netherlands, and the United Kingdom. We transact business using the local currency within each country where we perform the service or provide the rental equipment.
Our operating and reportable segments are North America and Europe. Within each operating segment, there are common customers, common pricing structures, the ability and history of sharing equipment and resources, operational compatibility, commonality among regulatory environments, and relative geographic proximity. Our operating segments consist of the following:
•
the North American segment consists of branches located in the United States and Canada that provide equipment and services suitable across both of these North American countries.
•
the European segment consists of branches located in France, Germany, the Netherlands and the United Kingdom that provide equipment and services to customers in a number of European countries.



20

Selected statement of operations information for our reportable segments is the following:
 
Three Months Ended April 30,
(In thousands)
2016
 
2015
Revenue
 
 
 
United States
$
55,064

 
$
69,711

Other North America
1,410

 
1,567

North America
56,474

 
71,278

Europe
8,558

 
7,491

Total revenue
$
65,032

 
$
78,769

Depreciation and amortization
 
 
 
North America
$
13,909

 
$
15,200

Europe
1,200

 
1,119

Total depreciation and amortization
$
15,109

 
$
16,319

Interest expense, net
 
 
 
North America
$
10,516

 
$
10,471

Europe
7

 
—

Total interest expense, net
$
10,523

 
$
10,471

Income tax (benefit) expense
 
 
 
North America
$
(21,345
)
 
$
(3,000
)
Europe
456

 
162

Total income tax benefit
$
(20,889
)
 
$
(2,838
)
Net (loss) income
 
 
 
North America (1)
$
(72,842
)
 
$
(6,807
)
Europe (1)
1,029

 
2,183

Total net (loss) income
$
(71,813
)
 
$
(4,624
)
 
(1)
During the three months ended April 30, 2016 and April 30, 2015, we included $1.2 million and $1.1 million, respectively, of intersegment expense allocations from North America to Europe.
    
Total assets and long-lived assets information are as follows:
(In thousands)
April 30,
2016
 
January 31,
2016
Total assets
 
 
 
United States
$
777,470

 
$
873,419

Other North America
10,170

 
8,917

North America
787,640

 
882,336

Europe
118,008

 
112,758

Total assets
$
905,648

 
$
995,094

Long-lived assets
 
 
 
United States
$
283,500

 
$
280,020

Other North America
12,363

 
11,045

North America
295,863

 
291,065

Europe
47,302

 
45,570

Total long-lived assets
$
343,165

 
$
336,635



21

Note 14. Related Party Transactions
From time to time, we may enter into transactions with related parties. The accounting policies that we apply to our transactions with related parties are consistent with those applied in transactions with independent third parties.
Pursuant to a professional services agreement between us and Permira Advisers L.L.C. (the “Sponsor”), we agreed to pay the Sponsor an annual management fee of $0.5 million, payable quarterly, plus reasonable out-of-pocket expenses, in connection with the planning, strategy, and oversight support provided to management. We recorded aggregate management fees and expenses to the Sponsor of $0.1 million and $0.1 million during the three months ended April 30, 2016 and April 30, 2015, respectively.

Note 15. Commitments and Contingencies
Litigation
We are involved in various legal actions arising in the ordinary course of conducting our business. These include claims relating to (i) personal injury or property damage involving equipment rented or sold by us, (ii) motor vehicle accidents involving our vehicles and our employees, (iii) employment-related matters, and (iv) environmental matters. We do not believe that the ultimate disposition of these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows. We expense legal fees in the period in which they are incurred.

Note 16. Subsequent Event

On May 3, 2016, the CEO granted 37,500 options to certain employees. The stock options expire ten years from their grant date and vest only upon a Change in Control or IPO as defined under the 2011 Plan. These option awards have a weighted average exercise price of $85.00 per share.

Note 17. Condensed Consolidating Financial Information
Our Notes are guaranteed by all of our U.S. subsidiaries (the “guarantor subsidiaries”). This indebtedness is not guaranteed by BCI Holdings or our foreign subsidiaries (together, the “non-guarantor subsidiaries”). The guarantor subsidiaries are all one hundred percent owned, and the guarantees are made on a joint and several basis and are full and unconditional (subject to subordination provisions and subject to customary release provisions and a standard limitation, which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that may be guaranteed without making the guarantee void under fraudulent conveyance laws). The following condensed consolidating financial information presents the financial position, results of operations, and cash flows of the parent, guarantors, and non-guarantor subsidiaries of the Company and the eliminations necessary to arrive at the information on a consolidated basis for the periods indicated. The parent referenced in the condensed financial statements is BakerCorp International, Inc., the issuer.

We conduct substantially all of our business through our subsidiaries. To make the required payments on our Notes and other indebtedness, and to satisfy our other liquidity requirements, we rely, in large part, on cash flows from these subsidiaries, mainly in the form of dividends, royalties, and advances, or the payment of intercompany loan arrangements. The ability of these subsidiaries to make dividend payments to us will be affected by, among other factors, the obligations of these entities to their creditors, requirements of corporate and other law, and restrictions contained in agreements entered into by or relating to these entities.

The parent and the guarantor subsidiaries have each reflected investments in their respective subsidiaries under the equity method of accounting. There are no restrictions limiting the transfer of cash from guarantor subsidiaries and non-guarantor subsidiaries to the parent.    


22


Condensed Consolidating Balance Sheet
April 30, 2016 (unaudited)
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
24,095

 
$
9,680

 
$
—

 
$
33,775

Accounts receivable, net
—

 
49,121

 
11,091

 
—

 
60,212

Inventories, net
—

 
3,005

 
122

 
—

 
3,127

Prepaid expenses and other current assets
83

 
2,637

 
2,147

 
—

 
4,867

Total current assets
83

 
78,858

 
23,040

 
—

 
101,981

Property and equipment, net
—

 
283,500

 
59,665

 
—

 
343,165

Goodwill
—

 
32,295

 
53,210

 
—

 
85,505

Other intangible assets, net
—

 
344,624

 
23,365

 
—

 
367,989

Deferred tax assets
37,858

 
74,921

 
126

 
(112,905
)
 
—

Other assets
—

 
6,653

 
355

 
—

 
7,008

Investment in subsidiaries
350,321

 
113,937

 
—

 
(464,258
)
 
—

Total assets
$
388,262

 
$
934,788

 
$
159,761

 
$
(577,163
)
 
$
905,648

Liabilities and shareholder’s equity
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
76

 
$
15,107

 
$
1,707

 
$
—

 
$
16,890

Accrued expenses
8,260

 
11,629

 
3,501

 
—

 
23,390

Current portion of long-term debt, net
1,212

 
—

 
—

 
—

 
1,212

Intercompany balances
(361,332
)
 
328,417

 
32,915

 
—

 
—

Total current liabilities
(351,784
)
 
355,153

 
38,123

 
—

 
41,492

Long-term debt, net of current portion
635,719

 
—

 
—

 
—

 
635,719

Deferred tax liabilities
1,111

 
227,484

 
7,644

 
(112,905
)
 
123,334

Fair value of interest rate swap liabilities
476

 
—

 
—

 
—

 
476

Share-based compensation liability
—

 
87

 
—

 
—

 
87

Other long-term liabilities
—

 
1,743

 
57

 
—

 
1,800

Total liabilities
285,522

 
584,467

 
45,824

 
(112,905
)
 
802,908

Total shareholder’s equity
102,740

 
350,321

 
113,937

 
(464,258
)
 
102,740

Total liabilities and shareholder’s equity
$
388,262

 
$
934,788

 
$
159,761

 
$
(577,163
)
 
$
905,648


23


Condensed Consolidating Balance Sheet
January 31, 2016
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
34,014

 
$
10,740

 
$
—

 
$
44,754

Accounts receivable, net
—

 
53,271

 
9,149

 
—

 
62,420

Inventories, net
—

 
7,378

 
57

 
—

 
7,435

Prepaid expenses and other current assets
30

 
3,053

 
1,717

 
—

 
4,800

Total current assets
30

 
97,716

 
21,663

 
—

 
119,409

Property and equipment, net
—

 
280,020

 
56,615

 
—

 
336,635

Goodwill
—

 
98,041

 
50,956

 
—

 
148,997

Other intangible assets, net
—

 
366,788

 
22,557

 
—

 
389,345

Deferred tax assets
36,956

 
68,776

 
121

 
(105,853
)
 
—

Other long-term assets
—

 
571

 
137

 
—

 
708

Investment in subsidiaries
411,895

 
107,700

 
—

 
(519,595
)
 
—

Total assets
$
448,881

 
$
1,019,612

 
$
152,049

 
$
(625,448
)
 
$
995,094

Liabilities and shareholder’s equity
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
57

 
$
16,749

 
$
1,921

 
$
—

 
$
18,727

Accrued expenses
3,364

 
17,305

 
3,300

 
—

 
23,969

Current portion of long-term debt, net
1,248

 
—

 
—

 
—

 
1,248

Intercompany balances
(361,315
)
 
329,503

 
31,812

 
—

 
—

Total current liabilities
(356,646
)
 
363,557

 
37,033

 
—

 
43,944

Long-term debt, net of current portion
636,016

 
—

 
—

 
—

 
636,016

Deferred tax liabilities
1,112

 
241,564

 
7,267

 
(105,853
)
 
144,090

Fair value of interest rate swap liabilities
951

 
—

 
—

 
—

 
951

Share-based compensation liability
—

 
736

 
—

 
—

 
736

Other long-term liabilities
—

 
1,860

 
49

 
—

 
1,909

Total liabilities
281,433

 
607,717

 
44,349

 
(105,853
)
 
827,646

Total shareholder’s equity
167,448

 
411,895

 
107,700

 
(519,595
)
 
167,448

Total liabilities and shareholder’s equity
$
448,881

 
$
1,019,612

 
$
152,049

 
$
(625,448
)
 
$
995,094


24



Condensed Consolidating Statement of Operations
For the Three Months Ended April 30, 2016 (unaudited)
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Revenue
$
—

 
$
55,062

 
$
9,970

 
$
—

 
$
65,032

Operating expenses:
 
 
 
 
 
 
 
 
 
Employee related expenses
32

 
21,384

 
3,274

 
—

 
24,690

Rental expense
—

 
6,714

 
796

 
—

 
7,510

Repair and maintenance
—

 
2,132

 
181

 
—

 
2,313

Cost of goods sold
—

 
2,955

 
107

 
—

 
3,062

Facility expense
8

 
6,255

 
693

 
—

 
6,956

Professional fees
52

 
769

 
133

 
—

 
954

Management fees
—

 
138

 
—

 
—

 
138

Other operating expenses
158

 
1,937

 
1,489

 
—

 
3,584

Depreciation and amortization
—

 
13,633

 
1,476

 
—

 
15,109

Gain on sale of equipment
—

 
(648
)
 
(10
)
 
—

 
(658
)
Impairment of goodwill and other intangible assets
—

 
84,046

 
—

 
—

 
84,046

Total operating expenses
250

 
139,315

 
8,139

 
—

 
147,704

(Loss) income from operations
(250
)
 
(84,253
)
 
1,831

 
—

 
(82,672
)
Other expenses:
 
 
 
 
 
 
 
 
 
Interest expense, net
10,517

 
—

 
6

 
—

 
10,523

Foreign currency exchange loss (gain), net
—

 
(609
)
 
116

 
—

 
(493
)
Total other expenses (income), net
10,517

 
(609
)
 
122

 
—

 
10,030

(Loss) income before income tax (benefit) expense
(10,767
)
 
(83,644
)
 
1,709

 
—

 
(92,702
)
Income tax (benefit) expense
(1,083
)
 
(20,225
)
 
419

 
—

 
(20,889
)
(Loss) income before equity in net earnings of subsidiaries
(9,684
)
 
(63,419
)
 
1,290

 
—

 
(71,813
)
Equity in net earnings of subsidiaries
(62,129
)
 
1,290

 
—

 
60,839

 
—

Net (loss) income
$
(71,813
)
 
$
(62,129
)
 
$
1,290

 
$
60,839

 
$
(71,813
)

25


Condensed Consolidating Statement of Operations
For the Three Months Ended April 30, 2015 (unaudited)
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Revenue
$
—

 
$
69,710

 
$
9,059

 
$
—

 
$
78,769

Operating expenses:
 
 
 
 
 
 
 
 
 
Employee related expenses
36

 
28,192

 
3,036

 
—

 
31,264

Rental expense
—

 
9,556

 
904

 
—

 
10,460

Repair and maintenance
—

 
2,753

 
201

 
—

 
2,954

Cost of goods sold
—

 
2,912

 
73

 
—

 
2,985

Facility expense
7

 
6,720

 
701

 
—

 
7,428

Professional fees
9

 
784

 
81

 
—

 
874

Management fees
—

 
140

 
—

 
—

 
140

Other operating expenses
135

 
2,472

 
1,591

 
—

 
4,198

Depreciation and amortization
—

 
14,890

 
1,429

 
—

 
16,319

(Gain) loss on sale of equipment
—

 
(506
)
 
(15
)
 
—

 
(521
)
Impairment of long-lived assets
—

 
319

 
—

 
—

 
319

Total operating expenses
187

 
68,232

 
8,001

 
—

 
76,420

(Loss) income from operations
(187
)
 
1,478

 
1,058

 
—

 
2,349

Other expenses:
 
 
 
 
 
 
 
 
 
Interest expense, net
10,465

 
6

 
—

 
—

 
10,471

Foreign currency exchange gain, net
—

 
(286
)
 
(374
)
 
—

 
(660
)
Total other expenses (income), net
10,465

 
(280
)
 
(374
)
 
—

 
9,811

(Loss) income before income tax benefit
(10,652
)
 
1,758

 
1,432

 
—

 
(7,462
)
Income tax (benefit) expense
(989
)
 
(1,973
)
 
124

 
—

 
(2,838
)
(Loss) income before equity in net earnings of subsidiaries
(9,663
)
 
3,731

 
1,308

 
—

 
(4,624
)
Equity in net earnings of subsidiaries
5,039

 
1,308

 
—

 
(6,347
)
 
—

Net (loss) income
$
(4,624
)
 
$
5,039

 
$
1,308

 
$
(6,347
)
 
$
(4,624
)


26


Condensed Consolidating Statement of Comprehensive (Loss) Income
For the Three Months Ended April 30, 2016 (unaudited)
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Net (loss) income
$
(71,813
)
 
$
(62,129
)
 
$
1,290

 
$
60,839

 
$
(71,813
)
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain on interest rate swap agreements, net of tax expense of $181
294

 
—

 
—

 
—

 
294

Change in foreign currency translation adjustments
—

 
—

 
6,436

 
—

 
6,436

Other comprehensive income
294

 
—

 
6,436

 
—

 
6,730

Total comprehensive (loss) income
$
(71,519
)
 
$
(62,129
)
 
$
7,726

 
$
60,839

 
$
(65,083
)

27


Condensed Consolidating Statement of Comprehensive (Loss) Income
For the Three Months Ended April 30, 2015 (unaudited)
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Net (loss) income
$
(4,624
)
 
$
5,039

 
$
1,308

 
$
(6,347
)
 
$
(4,624
)
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain on interest rate swap agreements, net of tax expense of $156
250

 
—

 
—

 
—

 
250

Change in foreign currency translation adjustments
—

 
—

 
(229
)
 
—

 
(229
)
Other comprehensive income (loss)
250

 
—

 
(229
)
 
—

 
21

Total comprehensive (loss) income
$
(4,374
)
 
$
5,039

 
$
1,079

 
$
(6,347
)
 
$
(4,603
)


28


Condensed Consolidating Statement of Cash Flows
For the Three Months Ended April 30, 2016 (unaudited)
(In thousands)
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Operating activities
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(71,813
)
 
$
(62,129
)
 
$
1,290

 
$
60,839

 
$
(71,813
)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
Provision for doubtful accounts
—

 
368

 
(56
)
 
—

 
312

Share-based compensation
32

 
(304
)
 
—

 
—

 
(272
)
Gain on sale of equipment
—

 
(648
)
 
(10
)
 
—

 
(658
)
Depreciation and amortization
—

 
13,633

 
1,476

 
—

 
15,109

Amortization of deferred financing costs
707

 
—

 
—

 
—

 
707

Deferred income taxes
(1,083
)
 
(20,225
)
 
—

 
—

 
(21,308
)
Amortization of above market lease
—

 
(38
)
 
—

 
—

 
(38
)
Impairment of goodwill and other intangible assets
—

 
84,046

 
—

 
—

 
84,046

Equity in net earnings of subsidiaries, net of taxes
62,129

 
(1,290
)
 
—

 
(60,839
)
 
—

Changes in assets and liabilities:
 
 
 
 
 
 
 
 

Accounts receivable
—

 
3,782

 
(1,365
)
 
—

 
2,417

Inventories
—

 
4,373

 
(54
)
 
—

 
4,319

Prepaid expenses and other assets
(53
)
 
332

 
(390
)
 
—

 
(111
)
Accounts payable and other liabilities
4,916

 
(7,398
)
 
(273
)
 
—

 
(2,755
)
Net cash (used in) provided by operating activities
(5,165
)
 
14,502

 
618

 
—

 
9,955

Investing activities
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
—

 
(19,752
)
 
(1,388
)
 
—

 
(21,140
)
Proceeds from sale of equipment
—

 
1,151

 
136

 
—

 
1,287

Net cash used in investing activities
—

 
(18,601
)
 
(1,252
)
 
—

 
(19,853
)
Financing activities
 
 
 
 
 
 
 
 
 
Intercompany investments and loans
6,206

 
(5,820
)
 
740

 
(1,126
)
 
—

Repayments of long-term debt
(1,041
)
 
—

 
—

 
—

 
(1,041
)
Net cash provided by (used in) financing activities
5,165

 
(5,820
)
 
740

 
(1,126
)
 
(1,041
)
Effect of foreign currency translation on cash
—

 
—

 
(1,166
)
 
1,126

 
(40
)
Net decrease in cash and cash equivalents
—

 
(9,919
)
 
(1,060
)
 
—

 
(10,979
)
Cash and cash equivalents, beginning of period
—

 
34,014

 
10,740

 
—

 
44,754

Cash and cash equivalents, end of period
$
—

 
$
24,095

 
$
9,680

 
$
—

 
$
33,775


29


Condensed Consolidating Statement of Cash Flows
For the Three Months Ended April 30, 2015 (unaudited)
(In thousands)
 
 
Parent
 
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Total
Operating activities
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(4,624
)
 
$
5,039

 
$
1,308

 
$
(6,347
)
 
$
(4,624
)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
Provision for doubtful accounts, net
—

 
234

 
11

 
—

 
245

Provision for excess and obsolete inventory, net
—

 
30

 
—

 
—

 
30

Share-based compensation
36

 
352

 
—

 
—

 
388

(Gain) loss on sale of equipment
—

 
(506
)
 
(15
)
 
—

 
(521
)
Depreciation and amortization
—

 
14,890

 
1,429

 
—

 
16,319

Amortization of deferred financing costs
665

 
—

 
—

 
—

 
665

Deferred income taxes
(989
)
 
(1,571
)
 
—

 
—

 
(2,560
)
Amortization of above market lease
—

 
(140
)
 
—

 
—

 
(140
)
Impairment of long-lived assets
—

 
319

 
—

 
—

 
319

Equity in net earnings of subsidiaries, net of taxes
(5,039
)
 
(1,308
)
 
—

 
6,347

 
—

Changes in assets and liabilities:
 
 
 
 
 
 
 
 

Accounts receivable
—

 
1,936

 
(1,117
)
 
—

 
819

Inventories
—

 
(1,925
)
 
(87
)
 
 
 
(2,012
)
Prepaid expenses and other current assets
(59
)
 
(33
)
 
704

 
—

 
612

Accounts payable and other liabilities
4,901

 
(3,122
)
 
(164
)
 
—

 
1,615

Net cash (used in) provided by operating activities
(5,109
)
 
14,195

 
2,069

 
—

 
11,155

Investing activities
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
—

 
(6,331
)
 
(1,054
)
 
—

 
(7,385
)
Proceeds from sale of equipment
—

 
765

 
69

 
—

 
834

Net cash used in investing activities
—

 
(5,566
)
 
(985
)
 
—

 
(6,551
)
Financing activities
 
 
 
 
 
 
 
 
 
Intercompany investments and loans
6,150

 
(7,439
)
 
1,120

 
169

 
—

Repayment of long-term debt
(1,041
)
 
—

 
—

 
—

 
(1,041
)
Net cash provided by (used in) financing activities
5,109

 
(7,439
)
 
1,120

 
169

 
(1,041
)
Effect of foreign currency translation on cash
—

 
—

 
(408
)
 
(169
)
 
(577
)
Net increase in cash and cash equivalents
—

 
1,190

 
1,796

 
—

 
2,986

Cash and cash equivalents, beginning of period
—

 
14,407

 
4,258

 
—

 
18,665

Cash and cash equivalents, end of period
$
—

 
$
15,597

 
$
6,054

 
$
—

 
$
21,651



30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis includes historical and forward-looking information that should be read in conjunction with the accompanying condensed consolidated financial statements included in this quarterly report and our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2016. The following tables show our selected consolidated historical financial data for the stated periods. The financial information presented may not be indicative of our future performance. The following discussion and analysis provides information we believe is relevant to assess and understand our consolidated results of operations and financial condition. The discussion includes the following:
 
•
Overview;
•
Critical Accounting Policies, Estimates, and Judgments;
•
Results of Operations; and
•
Liquidity and Capital Resources

Overview

Business
We are a provider of liquid and solid containment solutions operating within the specialty sector of the broader industrial services industry. We provide equipment rental, service, and sales to our customers through a solution-oriented approach often involving multiple products. We provide our containment solutions within the United States through a national network with the capability to serve customers in all 50 states as well as a number of international locations in Europe and Canada. We maintain one of the largest and most diverse liquid and solid containment rental fleets in the industry consisting of more than 25,000 units, including steel tanks, polyethylene tanks, modular tanks, roll-off boxes, pumps, pipes, hoses and fittings, filtration, tank trailers, berms, and trench shoring equipment.
We serve customers in over 15 industries, including industrial and environmental services, environmental remediation, construction, chemicals, transportation, power, municipal works, and oil and gas. During the three months ended April 30, 2016, no single customer accounted for more than 10% of our total revenue.
The demand for our services in the upstream segment of the oil and gas industry, which comprised 10.4% of our total revenue for the three months ended April 30, 2016 depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile and the substantial reductions in crude oil prices that began in October 2014, and continued into 2015 and 2016, have resulted in a decline in the level of drilling and production activity, reducing the demand for fluid containment and water management services in the basins in which we operate. During the fiscal year ended January 31, 2016, we recorded charges totaling $182.8 million associated with the impairment of a portion of our goodwill and other intangible assets within our North American segment as a result of the sustained decline in oil prices in fiscal year 2016, together with the projected market expectations of a slow recovery of such prices, making it more likely than not that the fair value of these assets had decreased below their respective carrying values.
During the three months ended April 30, 2016, we encountered a reduction in our operating results in comparison to our forecast, primarily due to greater weakness in upstream oil and gas than anticipated, slower rebound in our construction business, and the delay of capital projects by refinery and power plants which can be seen through our lower volume of work with industrial service customers. As a result of the recent decline in demand for our products and services, we re-assessed our revenue and EBITDA forecast beginning with fiscal year 2017 using a bottoms-up approach, having conversations with our key customers, and performing an analysis on current market conditions and industry spending behavior. Based on our assessment, we noted that despite the recent stabilization of oil prices during the first quarter of fiscal year 2017, there will be continued uncertainty in the energy market resulting in a slowdown in capital spend. As a result, we updated our projections to reflect the decline in activity for the remainder of fiscal year 2017, adjusted our forecast for the outer years to maintain similar growth rates as our previous forecast, and performed the first step of the goodwill impairment test. See Note 6, “Goodwill and Other Intangible Assets, Net” of the “Notes to the Condensed Consolidated Financial Statements” for additional details. We recorded non-cash charges totaling $84.0 million associated with the impairment of a portion of our goodwill and other intangible assets within the North American segment. Further volatility in oil and natural gas prices and secondary markets could result in the recognition of additional impairment charges on our goodwill, intangible assets and property and equipment associated with our North American operations.


31

We have the opportunity to capitalize on a number of growth initiatives to increase the breadth of the services we offer and differentiate our capabilities with respect to our people, products and solutions. Certain key elements of our long-term strategy include:
•
Commit to safety. We focus on ensuring a safe and healthy working environment for our employees, customers and communities where we live and work. We execute this through a program called BakerZero. Through this program, we develop and implement policies and procedures to govern and promote workplace safety, including regular management safety reviews, daily branch safety training sessions and a disciplinary action program for incidents that result from non-compliance with our safety programs.
•
Increase our Penetration in Key Industries and Evaluate Opportunities for End Market Expansion. Our low customer concentration, diversity of end markets, and long-standing relationships allow us to capitalize on market and macroeconomic trends while providing a hedge against more volatile industries.
•
Maintain Commercial Excellence Through Comprehensive Equipment Rental Solutions. As the premier global specialty rental company in our market, we have one of the largest branch networks with a broad equipment and service offering. We distinguish ourselves from our competitors and build customer loyalty by leveraging our extensive network to provide integrated and differentiated rental solutions.
•
Achieve Operational Excellence by Continuously Developing our Systems and Processes. We are focused on company-wide process improvements such as cost leverage initiatives, equipment rent ready optimization for the branch network, fleet optimization through our newly developed Asset Management System ("AMS") and advanced Quality Management System ("QMS"). Refer to our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 for additional details.
•
Expand Geographically. Historically, we have increased penetration in new geographic regions and generated profitable growth by opening new branches within North America and Europe and introducing our products and services. We believe there is an opportunity to continue to open new branches in Europe and in certain underserved regions of North America.
•
Retain the Most Talented Employees in the Industry. Through our best in class training programs and new annual goal-setting and performance management process, we ensure that our workforce is aligned to deliver the highest value to our shareholders, customers, and employees.
•
Pursue Selected Acquisitions. Our markets remain fragmented and have historically presented numerous attractive acquisition candidates. We intend to pursue potential acquisitions that offer complementary products and services or expand our geographic footprint.

Geographic Operations
Our branches and employees by reportable segment are as follows:
 
April 30,
2016
 
April 30,
2015
 
Change
Branches:
 
 
 
 
 
Number of branches-North American Segment
49

 
52

 
(3
)
Number of branches-European Segment
11

 
12

 
(1
)
Total branches
60

 
64

 
(4
)
Employees:
 
 
 
 
 
Number of employees-North American Segment
803

 
923

 
(120
)
Number of employees-European Segment
119

 
113

 
6

Total employees
922

 
1,036

 
(114
)

Our operations are managed from our corporate headquarters, which is located in Plano, Texas. The majority of our operations, resources, property, and equipment are located in North America, and predominantly in the United States. The United States and Canada comprise our North American segment. We had four branches in Canada on April 30, 2016. Our equipment has the capability to be utilized for multiple applications within North America. We incentivize our local managers to maximize return on assets under their control and have well-developed systems to enable equipment and resource sharing. As a result, equipment in the U.S. and Canada is readily moved and shared by the local branch managers. The process of equipment and resource sharing within our reportable segments enables us to maximize our efficiency and respond to shifts in customer demand.

32


We serve customers in our European segment from branches located in the Netherlands, Germany, France, and the United Kingdom. Our European operations are headquartered in the Netherlands. Our equipment is transferred between European countries to serve customers as demand dictates.
Rental Revenue Metrics
We evaluate rental revenue, the largest portion of our revenue, utilizing the following metrics:
•
Rental Activity – The change in rental activity is measured by the impact of several items, including the utilization of rental equipment that we individually track which reflects the demand for our products in relation to the level of equipment, volume of rental revenue on bulk items not individually tracked (which includes pipes, hoses, fittings, and shoring), and the volume of re-rent revenue, resulting from the rental of equipment which we do not own.
•
Pricing – The impact of changes in pricing is measured by the increase or decrease in the average daily, weekly or monthly rental rates on rental equipment that we specifically track.
•
Available Rental Fleet – The available rental fleet, as we define it, is the average number of equipment items within our fleet that we individually track.

Seasonality
Demand from our customers has historically been higher during the second half of our fiscal year compared to the first half of the year. The peak demand period for our products and services typically occurs during the months of August through November. This peak demand period is driven by certain customers that need to complete maintenance work and other specific projects before the onset of colder weather. Because much of our revenue is derived from storing or moving liquids, the impact of weather may hinder the ability of our customers to fully utilize our equipment. This is particularly the case for customers with project locations in regions that are subject to freezing temperatures during winter.


33

Critical Accounting Policies, Estimates, and Judgments
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, 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 an ongoing basis, we evaluate our estimates, judgments and assumptions, including those related to revenue recognition, allowances for doubtful accounts, inventory valuation, customer rebates, sales returns and allowances, medical insurance claims, litigation accruals, impairment of long-lived assets, intangible assets and goodwill, depreciation, contingencies, income taxes, share-based compensation (expense and liability), and derivatives. We believe our estimates, judgments and assumptions are reasonable; however, actual results may differ from these judgments and estimates, and they may be adjusted as more information becomes available. Any adjustment may be significant.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes in the estimate that are reasonably likely to occur may materially impact the financial statements. We do not believe that there have been any significant changes during the three months ended April 30, 2016 to the items that we disclosed as our critical accounting policies, estimates, and judgments included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2016.

Recent Accounting Pronouncements
Refer to Note 2, “Accounting Pronouncements” of the notes to the condensed consolidated financial statements for a discussion of new accounting guidance.

Forward-Looking Statements
This quarterly report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Our expectations, beliefs, and projections are expressed in good faith, and we believe we have a reasonable basis to make these statements through our management’s examination of historical operating trends, data contained in our records, and other data available from third parties, but there can be no assurance that our management’s expectations, beliefs, or projections will be achieved.

The discussions of our financial condition and results of operations may include various forward-looking statements about future costs and prices of commodities, production volumes, industry trends, demand for our products and services, and projected results of operations and our projected capital resources and liquidity. Statements that are not historical in nature are considered to be forward-looking statements. They include statements regarding our expectations, hopes, beliefs, estimates, intentions, or strategies regarding the future. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to,” and similar expressions are intended to identify forward-looking statements.

34

The forward-looking statements set forth in this quarterly report regarding, among other things, achievement of revenue, profitability and net income in future quarters, future prices and demand for our products and services, estimated fair value for purposes of write-down of goodwill and other intangible assets, and estimated cash flows and sufficiency of cash flows to fund capital expenditures, reflect only our expectations regarding these matters. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the following.
 
•
Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.
•
Our debt agreements contain restrictions that limit our flexibility in operating our business.
•
Our business is subject to the general health of the economy, and accordingly any slowdown in the current economy or decrease in general economic activity could materially adversely affect our revenue and operating results.
•
Continuing or sustained decline and volatility in oil prices and/or natural gas prices at or below current levels could have a negative impact on our operating results.
•
Ongoing government review of hydraulic fracturing and its environmental impact could lead to changes to this activity or its substantial curtailment, which could materially adversely affect our revenue and results of operations.
•
We intend to expand our business into new geographic markets, and this expansion may be costly and may not be successful.
•
Our growth strategy includes evaluating selective acquisitions, which entails certain risks to our business and financial performance.
•
We intend to expand into new product lines, which may be costly and may not ultimately be successful.
•
We depend on our suppliers for the equipment we rent to customers.
•
As our rental equipment ages, we may face increased costs to maintain, repair, and replace that equipment and new equipment could become more expensive.
•
The short term nature of our rental arrangements exposes us to redeployment risks and means that we could experience rapid fluctuations in revenue in response to market conditions.
•
Our customers may decide to begin providing their own liquid and solid containment solutions rather than sourcing those products from us.
•
Our industry is highly competitive, and competitive pressures could lead to a decrease in our market share or in the prices that we may charge.
•
We lease all of our branch locations, and accordingly are subject to the risk of substantial changes to the real estate rental markets and our relationships with our landlords.
•
Our business is subject to numerous environmental and safety regulations. If we are required to incur significant compliance or remediation costs, our liquidity and operating results could be materially adversely affected.
•
Changes in the many laws and regulations to which we are subject in the United States, Europe and Canada, or our failure to comply with them, could materially adversely affect our business.
•
We have operations outside the United States. As a result, we may incur losses from currency fluctuations.
•
Turnover of our management and our ability to attract and retain other key personnel may affect our ability to efficiently manage our business and execute our strategy.
•
If our employees should unionize, this could impact our costs and ability to administer our business.
•
We are exposed to a variety of claims relating to our business, and our insurance may not fully cover them.
•
Disruptions in our information technology systems could materially adversely affect our operating results by limiting our capacity to effectively monitor and control our operations and provide effective services to our customers.
•
Fluctuations in fuel costs or reduced supplies of fuel could harm our business.
•
If we are unable to collect on contracts with customers, our operating results would be materially adversely affected.
•
Climate change, climate change regulations, and greenhouse effects may materially adversely impact our operations and markets.
•
Existing trucking regulations and changes in trucking regulations may increase our costs and negatively impact our results of operations.
•
We may be required to recognize additional impairment charges in the future which could have an adverse effect on our financial condition and results of operations.


35

For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended January 31, 2016. Our forward-looking statements herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect events, circumstances or changes in expectations.


36

Condensed Consolidated Statements of Operations (unaudited)

The table below presents our results of operations:
 
 
Three Months Ended April 30,
 
2016
 
2015
(In thousands, except percentages)
Amount
 
% of
Revenue
 
Amount
 
% of
Revenue
Revenue:
 
 
 
 
 
 
 
Rental revenue
$
52,321

 
80.4
 %
 
$
61,853

 
78.5
 %
Sales revenue
4,934

 
7.6
 %
 
4,943

 
6.3
 %
Service revenue
7,777

 
12.0
 %
 
11,973

 
15.2
 %
Total revenue
65,032

 
100.0
 %
 
78,769

 
100.0
 %
Operating expenses:
 
 


 
 
 

Employee related expenses
24,690

 
38.0
 %
 
31,264

 
39.7
 %
Rental expenses
7,510

 
11.5
 %
 
10,460

 
13.3
 %
Repair and maintenance
2,313

 
3.6
 %
 
2,954

 
3.8
 %
Cost of goods sold
3,062

 
4.7
 %
 
2,985

 
3.8
 %
Facility expenses
6,956

 
10.7
 %
 
7,428

 
9.4
 %
Professional fees
954

 
1.6
 %
 
874

 
1.1
 %
Management fees
138

 
0.2
 %
 
140

 
0.2
 %
Other operating expenses
3,584

 
5.5
 %
 
4,198

 
5.3
 %
Depreciation and amortization
15,109

 
23.2
 %
 
16,319

 
20.7
 %
Gain on sale of equipment
(658
)
 
(1.0
)%
 
(521
)
 
(0.7
)%
Impairment of goodwill and other intangible assets
84,046

 
129.2
 %
 
—

 
—
 %
Impairment of long-lived assets
—

 
—
 %
 
319

 
0.4
 %
Total operating expenses
147,704

 
227.2
 %
 
76,420

 
97.0
 %
(Loss) income from operations
(82,672
)
 
(127.2
)%
 
2,349

 
3.0
 %
Other expense:
 
 


 
 
 

Interest expense, net
10,523

 
16.2
 %
 
10,471

 
13.3
 %
Foreign currency exchange gain, net
(493
)
 
(0.8
)%
 
(660
)
 
(0.8
)%
Total other expenses, net
10,030

 
15.4
 %
 
9,811

 
12.5
 %
Loss before income taxes
(92,702
)
 
(142.6
)%
 
(7,462
)
 
(9.5
)%
Income tax benefit
(20,889
)
 
(32.1
)%
 
(2,838
)
 
(3.6
)%
Net loss
$
(71,813
)
 
(110.5
)%
 
$
(4,624
)
 
(5.9
)%


37

Non-U.S. GAAP Financial Measures

The following is a reconciliation of our net loss to EBITDA and Adjusted EBITDA :
 
 
Three Months Ended April 30,
(In thousands)
2016
 
2015
Net loss
$
(71,813
)
 
$
(4,624
)
Interest expense, net
10,523

 
10,471

Income tax benefit
(20,889
)
 
(2,838
)
Depreciation and amortization
15,109

 
16,319

EBITDA
$
(67,070
)
 
$
19,328

Foreign currency exchange gain, net
(493
)
 
(660
)
Financing related costs
35

 
27

Severance related costs
49

 
712

Sponsor management fees
138

 
140

Share-based compensation (income) expense
(272
)
 
388

Impairment of goodwill and other intangible assets
84,046

 
—

Impairment of long-lived assets
—

 
319

Branch closure and consolidation costs
104

 
—

Other
(63
)
 
846

Adjusted EBITDA (1)(2)
$
16,474

 
$
21,100

Adjusted EBITDA margin
25.3
%
 
26.8
%
(1)
We define EBITDA as earnings before deducting interest, income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding certain expenses detailed within the net loss to Adjusted EBITDA reconciliation above. EBITDA and Adjusted EBITDA, which are used by management to measure performance, are non-GAAP financial measures. Management believes that EBITDA and Adjusted EBITDA are useful to investors. EBITDA is commonly utilized in our industry to evaluate operating performance, and Adjusted EBITDA is used to determine our compliance with financial covenants related to our debt instruments and is a key metric used to determine incentive compensation for certain of our employees, including members of our executive management team. Both EBITDA and Adjusted EBITDA are included as a supplemental measure of our operating performance because in the opinion of management they eliminate items that have less bearing on our operating performance and highlight trends in our core business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures. In addition, Adjusted EBITDA is one of the primary measures management uses for the planning and budgeting processes and to monitor and evaluate our operating results. EBITDA and Adjusted EBITDA are not recognized items under U.S. GAAP and do not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net loss. Because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA may not be, and Adjusted EBITDA as presented herein is not, comparable to similarly titled measures reported by other companies.
(2)
Because EBITDA and Adjusted EBITDA are non-U.S. GAAP financial measures, as defined by the SEC, we include reconciliations of EBITDA and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.


38



Results of Operations
Three Months Ended - April 30, 2016 compared to April 30, 2015

 
Three Months Ended April 30,
 
 
 
 
(In thousands, except Operating Data)
2016
 
2015
 
$ Change
 
% Change
North America
 
 
 
 
 
 
 
Rental revenue
$
44,464

 
$
55,023

 
$
(10,559
)
 
(19.2
)%
Sales revenue
4,926

 
4,936

 
(10
)
 
(0.2
)%
Service revenue
7,084

 
11,319

 
(4,235
)
 
(37.4
)%
Total North American revenue
56,474

 
71,278

 
(14,804
)
 
(20.8
)%
Total operating expenses(3)
141,904

 
70,934

 
70,970

 
100.1
 %
(Loss) Income from operations
(85,430
)
 
344

 
(85,774
)
 
(24,934.3
)%
Europe
 
 
 
 
 
 
 
Rental revenue
7,857

 
6,830

 
1,027

 
15.0
 %
Sales revenue
8

 
7

 
1

 
14.3
 %
Service revenue
693

 
654

 
39

 
6.0
 %
Total European revenue
8,558

 
7,491

 
1,067

 
14.2
 %
Total operating expenses(3)
5,800

 
5,486

 
314

 
5.7
 %
Income from operations
2,758

 
$
2,005

 
$
753

 
37.6
 %
Consolidated
 
 
 
 
 
 
 
Total revenue
$
65,032

 
$
78,769

 
$
(13,737
)
 
(17.4
)%
Total operating expenses
147,704

 
76,420

 
71,284

 
93.3
 %
Total (loss) income from operations
(82,672
)
 
2,349

 
(85,021
)
 
(3,619.5
)%
Operating Data:
 
 
 
 
 
 
 
North America
 
 
 
 
 
 
 
Average utilization (1)
45.6
%
 
55.0
%
 
(940
) bps
 
 
Average daily rental rate (2)
$
29.83

 
$
31.65

 
$
(1.82
)
 
(5.8
)%
Average number of rental units
23,083

 
23,849

 
(766)

 
(3.2
)%
Europe
 
 
 
 
 
 
 
Average utilization (1)
46.3
%
 
42.8
%
 
350
 bps
 
 
Average daily rental rate (2)
$
88.18

 
$
89.90

 
$
(1.72
)
 
(1.9
)%
Average number of rental units
1,498

 
1,327

 
171

 
12.9
 %
Consolidated
 
 
 
 
 
 
 
Average utilization (1)
45.6
%
 
54.3
%
 
(870
) bps
 
 
Average daily rental rate (2)
$
33.44

 
$
34.08

 
$
(0.64
)
 
(1.9
)%
Average number of rental units
24,581

 
25,176

 
(595)

 
(2.4
)%
(1)
The average utilization of rental fleet is a measure of efficiency used by management; it represents the percentage of time a unit of equipment is on-rent during a given period. It is not a U.S. GAAP financial measure.
(2)
The average daily rental rate is used by management to gauge the daily rate of rental equipment that we specifically track during a given period. It is not a U.S. GAAP financial measure.
(3)
Total operating expenses by reporting segment excludes inter-segment allocations from North America to Europe of $1.2 million and $1.1 million for the three months ended April 30, 2016 and April 30, 2015, respectively.


39

Revenue
 
Consolidated Revenue
Consolidated revenue decreased primarily due to a decline in revenue in North America of $14.8 million, or 20.8%, partially offset by an increase in revenue in Europe of $1.1 million, or 14.2%. Revenue by reportable segment is discussed below.
North America
Our North American segment revenue decreased as a result of the decreases in rental and service revenues of $10.6 million and $4.2 million, respectively. Revenue from oil and gas customers decreased by $7.9 million, or 54.5%, during the three months ended April 30, 2016 compared to the three months ended April 30, 2015. Revenue, excluding oil and gas customers, decreased by $6.9 million, or 12.2%, primarily due to decreases in revenue related to our construction and maintenance customers. The decline in oil and gas revenue was due to the factors mentioned in the Overview section of Management’s Discussion and Analysis.

Rental Revenue
Rental revenue decreased primarily as a result of a 5.8% decrease in average daily rental rate, a 3.2% decrease in the average number of rental units, a 940 basis point decrease in average utilization, and a $2.8 million decrease in re-rent revenue. Both utilization and rate declines were driven by a decrease in demand and pricing. The decrease in the average number of rental units was due to the disposition of underutilized fleet.

Service Revenue
Service revenue decreased primarily due to less set-up revenue for both full service water transfer jobs as well as pump-related projects and hauling services outside of oil and gas markets.

Europe
Revenue from our European segment increased by $1.1 million, or 14.2% due to increases in revenue from our environmental customers.

Rental Revenue
Rental revenue from our European segment increased by $1.0 million, or 15.0%, primarily due to a 350 basis point increase in average utilization and a 12.9% increase in the average number of rental units. The increase in the average number of rental units is primarily due to the introduction of the pump and filtration product lines in Europe during the fourth quarter of fiscal year 2016 and the first quarter of fiscal year 2017. Utilization increased through continued demand for steel tanks.

Operating Expenses

Consolidated Operating Expenses
Consolidated operating expenses increased primarily due to a $84.0 million impairment charge of our goodwill and other intangibles. Excluding the impact of goodwill and other intangible asset impairment charges, total operating expenses decreased by $12.8 million, or 16.7%, primarily due to decreased operating expenses of $13.1 million, or 18.4%, in North America, partially offset by an increase in operating expenses of $0.3 million, or 5.7%, in Europe. The North American and European segments do not include an allocation of all inter-segment expenses.

40

 
North America
Total operating expenses increased primarily due to $84.0 million of goodwill and other intangible asset impairment charges recorded during the first quarter of fiscal year 2017. See Note 6, “Goodwill and Other Intangible Assets, Net” of the “Notes to the Condensed Consolidated Financial Statements.” The increases in operating expenses were partially offset by the following:
•
$6.9 million decrease in employee related expenses primarily due to a $3.4 million decrease in payroll and payroll-related costs, $1.2 million decrease in insurance costs, $0.6 million decrease in severance costs, $0.6 million decrease in bonus, $0.7 million decrease in stock-based compensation expense, and a $0.4 million decrease in temporary labor costs. The decrease in payroll and payroll-related costs was primarily driven by a 13.0% decrease in headcount from 923 as of April 30, 2015 to 803 as of April 30, 2016 and corporate cost reduction programs impacting certain employee benefits and overtime pay. The decrease in insurance costs is due to the change from a fully-insured to self-insured health plan during the second quarter of fiscal year 2016. The decrease in severance costs is due to the termination of certain positions in the first quarter of fiscal year 2016. The decrease in bonus expense was the result of lower operating results. The decrease in stock-based compensation was primarily due to the remeasurement of our stock options accounted for as liability awards. The decrease in temporary labor costs was primarily due to decreases in project staffing requirements as a result of corporate cost reduction programs.
•
$2.9 million decrease within rental expense due to a $1.8 million decrease in re-rent expense driven by lower re-rent revenue, a $0.7 million decrease in fuel expenses and a $0.4 million decrease in the use of outside freight vendors.
•
$1.3 million decrease in depreciation and amortization as we decreased our investment in new rental fleet during the trailing twelve months ended April 30, 2016 and impaired certain aged equipment with limited utilization in the third quarter of fiscal year 2016.
•
$0.6 million decrease in repairs and maintenance expense due to the reversal of a regulatory liability that is no longer required at the level we initially anticipated.
•
$0.5 million decrease in other operating expenses primarily due to reductions in travel, personnel recruitment and various other expenses. The decrease in travel expense was due to the impact of cost reduction programs during the three months ended April 30, 2016. Personnel recruitment costs decreased due to higher direct hire placement fees during the three months ended April 30, 2015.
•
$0.5 million decrease in facility expenses primarily due to reductions in property tax expense, data processing expenses and various other expenses.

Europe
Operating expenses for the European segment during the three months ended April 30, 2016 were $5.8 million, an increase of $0.3 million, or 5.7%, compared to the three months ended April 30, 2015. The increase in operating expenses was primarily due to an increase of $0.3 million in employee related expenses primarily due to higher payroll and payroll-related costs driven by an increase in headcount of 6 employees, or 5.3%, from 113 employees on April 30, 2015 to 119 employees on April 30, 2016.

Income Tax Benefit
Income tax benefit during the three months ended April 30, 2016 increased by $18.1 million to $20.9 million from $2.8 million during the three months ended April 30, 2015. The tax benefit increase was primarily due to an increase in book losses, partially offset by an impairment of non-deductible goodwill recorded during the three months ended April 30, 2016.


41

Liquidity and Capital Resources

Liquidity Summary
We have a history of generating higher cash flow from operations than net (loss) income recorded during the same period. The cash flow to fund our business has historically been generated from operations. We utilize this cash flow to invest in property and equipment that are core to our business and to reduce debt. We invest in assets that have relatively long useful lives. The Internal Revenue Code allows us to accelerate the depreciation of these assets for tax purposes over a much shorter period allowing us to defer the payment of income taxes.

Our cash and cash equivalents by geographic region were as follows:
(In thousands)
April 30,
2016
 
January 31,
2016
 
$ Change
 
% Change
United States
$
24,095

 
$
34,014

 
$
(9,919
)
 
(29.2
)%
Europe
8,520

 
9,738

 
(1,218
)
 
(12.5
)%
Canada
1,160

 
1,002

 
158

 
15.8
 %
Total cash and cash equivalents
$
33,775

 
$
44,754

 
$
(10,979
)
 
(24.5
)%
    
Our cash held outside the United States may be repatriated to the United States but, under current law, may be subject to United States federal income taxes, less applicable foreign tax credits. We do not plan to repatriate cash balances from our foreign subsidiaries to fund our operations within the United States. We have not provided for the United States federal tax liability on these amounts as this cash is considered permanently reinvested outside of the United States. We utilize a variety of cash planning strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Our intent is to meet our domestic liquidity needs through ongoing cash flow, external borrowings, or both.

Our business requires ongoing investment in equipment to maintain the size of our rental fleet. Most of our assets, if properly maintained, may generate a level of revenue similar to new assets of the same type over the assets’ useful lives. There is not a well-defined secondary or resale market for the majority of our assets; therefore, we rent our assets for as long as they may safely be employed to meet our customers’ needs. We invest capital in additional equipment with the expectation of generating revenue on that investment within a relatively short period of time.

We invest in new equipment for several reasons, including:
•
to expand our current product lines within markets where we already operate;
•
to enter new geographic regions;
•
to add additional product offerings in response to customer or market demands; and
•
to replace equipment that has been retired because it is no longer functional.

We have not made long-term commitments to purchase equipment. Additionally, the period of time between when we place an order for equipment and when we begin to receive it is typically two to four months. This ordering process enables us to quickly reduce our capital spending during periods of economic slowdown. During periods of expansion, we fund our investments in equipment utilizing our cash flow from operations or borrowings. Management believes our cash flow from operations and our Credit Facility will be sufficient to fund our current operating needs and capital expenditures for at least the next 12 months.

We may use funds to repurchase our outstanding indebtedness from time to time, including outstanding indebtedness under our Credit Facility and Notes. Repurchases may be made in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms we deem appropriate and subject to our cash requirements for other purposes, compliance with the covenants under our debt agreements, and other factors management deems relevant.

42

Debt
On June 1, 2011, we (i) entered into a $435.0 million senior secured credit facility (the “Credit Facility”), consisting of a $390.0 million term loan facility (the “Senior Term Loan”) and a $45.0 million revolving credit facility (the “Revolving Credit Facility”) ($45.0 million available on April 30, 2016) and (ii) issued $240.0 million in aggregate principal amount of senior unsecured notes due 2019 (the “Notes”). Refer to Note 9, “Debt” of the “Notes to Condensed Consolidated Financial Statements” for further details.

Credit Facility

On February 7, 2013, we entered into a first amendment to our Credit Facility (the “First Amendment”), to refinance our Credit Facility. Pursuant to the First Amendment, we borrowed $384.2 million of term loans (the “Amended Senior Term Loan”) to refinance a like amount of term loans (the “Original Term Loan”) under the Credit Facility. Borrowings under the Credit Facility bear interest at a rate equal to LIBOR plus an applicable margin, subject to a LIBOR floor of 1.25%. The LIBOR margin applicable to the Amended Senior Term Loan is 3.00%, which is 0.75% less than the LIBOR margin applicable to the Original Term Loan. In addition, pursuant to the First Amendment, among other things, (i) the Senior Term Loan maturity date was extended to February 7, 2020, provided that the maturity will be March 2, 2019 if the Amended Senior Term Loan is not repaid or refinanced on or prior to March 2, 2019, (ii) the Revolving Credit Facility maturity date was extended to February 7, 2018, and (iii) we obtained increased flexibility with respect to certain covenants and restrictions relating to the Company’s ability to incur additional debt, make investments, debt prepayments, and acquisitions. Principal on the Senior Term Loan is payable in quarterly installments of $1.0 million. Furthermore, the excess cash flow prepayment requirement is in effect until the maturity date.

On November 13, 2013, we entered into a second amendment to the Credit Facility (the “Second Amendment”). Pursuant to the Second Amendment, the Company borrowed $35.0 million of incremental term loans (the “Incremental Term Loans”), which may be used for general corporate purposes, including to finance permitted acquisitions. The terms applicable to the Incremental Term Loans are the same as those applicable to the term loans under the Credit Facility.

The Credit Facility, as amended in February 2013 and November 2013, places certain limitations on our (and all of our U.S. subsidiaries’) ability to incur additional indebtedness, pay dividends or make other distributions, repurchase capital stock, make certain investments, enter into certain types of transactions with affiliates, utilize assets as security in other transactions, and sell certain assets or merge with or into other companies.

Under the Credit Facility, we may be required to satisfy and maintain a total leverage ratio not in excess of the leverage ratio 6.00:1.00. if there is an outstanding balance on the Revolving Credit Facility of 25% or more of the committed amount on any quarter end. The total leverage ratio is calculated as our net debt (total debt less cash and cash equivalents) divided by our trailing twelve months’ adjusted EBITDA.

On April 30, 2016, we did not have an outstanding balance on the Revolving Credit Facility; therefore, on April 30, 2016, we were not subject to a leverage test. Additionally, on April 30, 2016, we were in compliance with all of our requirements and covenant tests under the Credit Facility.

The Credit Facility, as amended during February 2013 and November 2013, contains certain restrictive covenants (in each case, subject to exclusions) that limit, among other things, our ability and the ability of our restricted subsidiaries to: (1) create, incur, assume, or permit to exist, any liens; (2) create, incur, assume, or permit to exist, directly or indirectly, any additional indebtedness; (3) consolidate, merge, amalgamate, liquidate, wind up, or dissolve themselves; (4) convey, sell, lease, license, assign, transfer, or otherwise dispose of assets; (5) make certain restricted payments; (6) make certain investments; (7) make any optional prepayment, repayment, or redemption with respect to, or amend or otherwise alter the terms of documents related to, certain subordinated indebtedness; (8) enter into sale leaseback transactions; (9) enter into transactions with affiliates; (10) change our fiscal year end date or the method of determining fiscal quarters; (11) enter into contracts that limit our ability to incur any lien to secure our obligations under the Credit Facility; (12) create any encumbrance or restriction on the ability of any restricted subsidiary to make certain distributions; and (13) engage in certain lines of business. The Credit Facility also contains other customary restrictive covenants. The covenants are subject to various baskets and materiality thresholds.

Costs related to debt financing are deferred and amortized to interest expense over the term of the underlying debt instruments utilizing the straight-line method for our revolving credit facility and the effective interest method for our senior term and revolving loan facilities. We amortized $0.7 million of deferred financing costs during the three months ended April 30, 2016 and 2015.

43


Senior Unsecured Notes due 2019
On June 1, 2011, we issued $240.0 million of fixed rate 8.25% senior unsecured notes due June 1, 2019. We may redeem all or any portion of the Notes at the redemption prices set forth in the applicable indenture, plus accrued and unpaid interest. Upon a change of control, we are required to make an offer to redeem all of the Notes from the holders at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of the repurchase. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our direct and indirect existing and future wholly-owned domestic restricted subsidiaries.

Interest and Fees
Interest and fees related to our Credit Facility and the Notes were as follows: 
 
Three Months Ended April 30,
(In thousands)
2016
 
2015
Credit Facility interest and fees(1)
$
4,770

 
$
4,750

Notes interest and fees (2)
5,267

 
5,240

Total interest and fees
$
10,037

 
$
9,990

(1)
Interest on the Amended Term Loan is payable quarterly based upon an interest rate of 4.25%.
(2)
Interest on the Notes is payable semi-annually based upon a fixed annual rate of 8.25%.

Principal Payments on Debt
On April 30, 2016, the schedule of minimum required principal payments relating to the Credit Facility and the Notes for each of the twelve months ending January 31 are due according to the table below:
 
(In thousands)
Principal 
Payments on
Debt
Remainder of the fiscal year ending January 31, 2017
$
3,122

2018
4,163

2019
4,163

2020
634,414

Total
$
645,862




44

Sources and Uses of Cash
Our sources and uses of cash for selected line items in our condensed consolidated statements of cash flows were as follows:
 
Three Months Ended April 30, 2016
(In thousands)
2016
 
2015
 
$ Change
Net loss
$
(71,813
)
 
$
(4,624
)
 
$
(67,189
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
Provision for doubtful accounts
312

 
245

 
67

Provision for excess and obsolete inventory, net
—

 
30

 
(30
)
Share-based compensation
(272
)
 
388

 
(660
)
Gain on sale of equipment
(658
)
 
(521
)
 
(137
)
Depreciation and amortization
15,109

 
16,319

 
(1,210
)
Amortization of deferred financing costs
707

 
665

 
42

Deferred income taxes
(21,308
)
 
(2,560
)
 
(18,748
)
Amortization of above-market lease
(38
)
 
(140
)
 
102

Impairment of goodwill and other intangible assets
84,046

 
—

 
84,046

Impairment of long-lived assets
—

 
319

 
(319
)
Changes in assets and liabilities:
 
 
 
 

Accounts receivable
2,417

 
819

 
1,598

Inventories
4,319

 
(2,012
)
 
6,331

Prepaid expenses and other assets
(111
)
 
612

 
(723
)
Accounts payable and other liabilities
(2,755
)
 
1,615

 
(4,370
)
Cash provided by operating activities
9,955

 
11,155

 
(1,200
)
Cash used in investing activities
(19,853
)
 
(6,551
)
 
(13,302
)
Cash used in financing activities
(1,041
)
 
(1,041
)
 
—

Effect of foreign currency translation on cash
(40
)
 
(577
)
 
537

Net increase (decrease) in cash and cash equivalents
$
(10,979
)
 
$
2,986

 
$
(13,965
)

Cash Provided by Operating Activities
Cash flow from operations during the three months ended April 30, 2016 totaled $10.0 million, a decrease of $1.2 million compared to the three months ended April 30, 2015. This decrease was primarily related to the following:
•
Net loss increased $67.2 million from a net loss of $4.6 million during the three months ended April 30, 2015 to a net loss of $71.8 million during the three months ended April 30, 2016.
•
The change in share-based compensation expense resulted in a $0.7 million decrease, primarily due to the remeasurement of our stock options accounted for as liability awards during the three months ended April 30, 2016.
•
The change in depreciation and amortization resulted in a $1.2 million decrease due to decreased investment in rental fleet during the trailing twelve months as well as the impairment of long-lived assets in the third quarter of fiscal year 2016.
•
The change in deferred income taxes resulted in a $18.7 million decrease to cash provided by operating activities.
•
The change in prepaid expenses and other assets resulted in a $0.7 million decrease as a result of lower prepaid insurance as of April 30, 2015 as compared to January 30, 2015, partially offset by an increase in the payment of software support subscriptions in the prior year.
•
The change in accounts payable and other liabilities resulted in a $4.4 million decrease, primarily due to the timing of capital expenditures and medical insurance premiums.


45

The decreases above were partially offset by the following:
•
The impairment of goodwill and other intangibles assets resulted in a $84.0 million increase to cash provided by operating activities. Refer to Note 6, “Goodwill and Other Intangible Assets, Net” of the “Notes to Consolidated Financial Statements.”
•
The change in accounts receivable resulted in a $1.6 million increase primarily due to an increase in accounts receivable in the prior fiscal period due to higher sales.
•
The change in inventories resulted in a $6.3 million increase due to the completion and transfer of assembled equipment to our rental fleet.

 
Cash Used In Investing Activities
Cash used in investing activities consists of cash used to purchase property and equipment, partially offset by proceeds from the sale of equipment from our rental fleet. Purchases of property and equipment totaled $21.1 million and $7.4 million during the three months ended April 30, 2016 and April 30, 2015, respectively. Proceeds from equipment sales totaled $1.3 million and $0.8 million during the three months ended April 30, 2016 and 2015, respectively. The increase in capital expenditures was to support new projects and refurbish our existing fleet during the first quarter of fiscal year 2017. We will continue to monitor our capital expenditures to support our branch expansion and to address demand in our key markets.

Effect of Exchange Rate Changes on Cash
The effect of foreign currency translation on cash resulted in a decrease of $0.6 million to cash and cash equivalents during the three months ended April 30, 2015 with no significant impact during the three months ended April 30, 2016. The Euro/USD, the British Pound Sterling/USD and Canadian dollar/USD spot rates decreased from 1.122, 1.543, and 0.832, respectively, on April 30, 2015 to 1.140, 1.461, and 0.798, respectively, on April 30, 2016.

Hedging Activities
We use interest rate swap agreements to effectively convert a portion of our debt with variable interest rates into a fixed interest rate obligation. Under our interest rate swap agreements, we typically agree to pay the counterparty a fixed interest rate in exchange for receiving interest payments based on an interest rate that will vary similarly to the rate on the debt that we are attempting to hedge. We have historically conducted our swaps with large well-capitalized counterparties whom we determined to be creditworthy.
    
We document all relationships between hedging instruments and hedged items, the risk management objective and strategy for undertaking various hedge transactions, the forecasted transaction that has been designated as the hedged item, and how the hedging instrument is expected to reduce the risks related to the hedged item. We analyze our interest rate swaps quarterly to determine if the hedged transaction remains effective or ineffective. We may discontinue hedge accounting for interest rate swaps prospectively if certain criteria are no longer met, the interest rate swap is terminated or exercised, or if we elect to remove the cash flow hedge designation. If hedge accounting is discontinued and the forecasted hedged transaction remains probable of occurring, the previously recognized gain or loss on the interest rate swaps will remain in accumulated other comprehensive income and will be reclassified into earnings during the same period the forecasted hedged transaction affects earnings. Our determination of the fair value of our interest rate swaps was calculated using a discounted cash flow analysis based on the terms of the swap contracts and the observable interest rate curve. We adjust a liability on our balance sheet when the market value of the interest rate swap is different from our basis in the interest rate swap agreements. When an interest rate swap agreement qualifies for hedge accounting under generally accepted accounting principles, we record a charge or credit to other comprehensive income. When an interest rate swap agreement has not been designated as a hedge, or does not meet all of the criteria to be classified as a hedge, we record a net unrealized gain or loss within our condensed consolidated statement of operations.

On April 30, 2016, there were three swap agreements with a total notional amount of $214.0 million outstanding, two with a five-year term and a notional value totaling $150.0 million with a fixed rate of 2.35%, and one with a three-year term and a notional amount totaling $64.0 million with a fixed rate of 1.64%. On April 30, 2016 and January 31, 2016, the liability recorded related to interest rate swaps was $0.5 million and $1.0 million, respectively, with no unrealized gain or loss recorded in the condensed consolidated statements of operations for the ineffective portion of the change in fair value of the interest rate swap agreements.

Contractual Obligations
There has been no material change to our contractual obligations as disclosed in our 2016 Annual Report.

46


Off-Balance Sheet Arrangements
    On April 30, 2016, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC, that have or are reasonably likely to have a material current or future effect on our financial condition, changes in our financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Swap Agreements
We seek to reduce earnings and cash flow volatility associated with changes in interest rates through financial arrangements intended to provide a hedge against a portion of the risks associated with such volatility. These financial arrangements, or interest rate swap agreements, are the only instruments we use to manage interest rate fluctuations affecting our variable rate debt. We enter into derivative financial arrangements only to the extent that the arrangement meets the objectives described, and we do not engage in such transactions for speculative purposes.

Impact of Foreign Currency Rate Changes
We currently have branch operations outside the United States, and our foreign subsidiaries conduct their business in local currency. Our operations in Canada are denominated in the Canadian dollar, operations in the Netherlands, Germany and France are denominated in the Euro, and operations in the United Kingdom are denominated in the British Pound Sterling. Likewise, we pay our expenses in the local currencies, described above, in the areas in which we operate. We are exposed to foreign exchange rate fluctuations as the financial results of our non-United States operations are translated into U.S. dollars. Based upon the financial results of our international operations during the period relative to the Company as a whole, a 10% change in the exchange rates would not have a material impact on our after-tax earnings.

Counterparty Risk
Our interest rate swap financial instruments contain credit risk to the extent that our interest rate swap counterparties may be unable to meet the terms of the agreements. We minimize this risk by limiting our counterparties to highly rated, major financial institutions with good credit ratings. Although possible, management does not expect any material losses as a result of default by other parties. Neither the Company nor the counterparty requires any collateral for the derivative agreements. In estimating the fair value of our derivatives, management considered, among other factors, a valuation analysis performed by an independent third party with extensive expertise and experience.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (its principal executive officer) and the Chief Financial Officer (its principal financial officer), evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of April 30, 2016.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended April 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


47

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth above under Note 15, “Commitments and Contingencies – Litigation,” contained in the notes to the condensed consolidated financial statements is incorporated herein by reference.

Item 1A. Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Form 10-K for the year ended January 31, 2016, which risk factors are incorporated herein by reference. You should carefully consider these risk factors in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.


48

SIGNATURE

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, thereunto duly authorized.
 
 
 
BAKERCORP INTERNATIONAL, INC.
 
 
 
 
Date:
June 14, 2016
By:
/s/ Robert Craycraft
 
 
 
Robert Craycraft
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
By:
/s/ Raymond Aronoff
 
 
 
Raymond Aronoff
 
 
 
Chief Operating Officer and Chief Financial Officer

49

EXHIBIT INDEX
 
Exhibit
Number
 
Description
31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
 
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

50

BakerCorp International, Inc. Reports

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