Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheets | The following tables reflect the condensed consolidating financial information of the Company’s subsidiary guarantors of the Senior Notes and its non-guarantor subsidiaries. Separate financial statements of the subsidiary guarantors are not presented because the guarantee by each 100% owned subsidiary guarantor is full and unconditional, joint and several, subject to customary exceptions, and management has determined that such information is not material to investors. |
MOBILE MINI, INC. |
CONDENSED CONSOLIDATING BALANCE SHEETS |
As of March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,980 | | | $ | 1,068 | | | $ | — | | | $ | 3,048 | |
Receivables, net | | | 60,310 | | | | 18,694 | | | | — | | | | 79,004 | |
Inventories | | | 15,447 | | | | 1,071 | | | | — | | | | 16,518 | |
Rental fleet, net | | | 868,049 | | | | 151,614 | | | | — | | | | 1,019,663 | |
Property, plant and equipment, net | | | 100,180 | | | | 16,555 | | | | — | | | | 116,735 | |
Deposits and prepaid expenses | | | 6,442 | | | | 1,059 | | | | — | | | | 7,501 | |
Deferred financing costs, net and other assets | | | 8,173 | | | | — | | | | — | | | | 8,173 | |
Intangibles, net | | | 76,259 | | | | 706 | | | | — | | | | 76,965 | |
Goodwill | | | 636,863 | | | | 66,474 | | | | — | | | | 703,337 | |
Intercompany receivables | | | 144,313 | | | | 33,670 | | | | (177,983 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,918,016 | | | $ | 290,911 | | | $ | (177,983 | ) | | $ | 2,030,944 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 20,531 | | | $ | 9,934 | | | $ | — | | | $ | 30,465 | |
Accrued liabilities | | | 57,658 | | | | 6,932 | | | | — | | | | 64,590 | |
Lines of credit | | | 697,533 | | | | 3,848 | | | | — | | | | 701,381 | |
Obligations under capital leases | | | 26,133 | | | | 137 | | | | — | | | | 26,270 | |
Senior Notes | | | 200,000 | | | | — | | | | — | | | | 200,000 | |
Deferred income taxes | | | 195,840 | | | | 17,525 | | | | — | | | | 213,365 | |
Intercompany payables | | | — | | | | 92 | | | | (92 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,197,695 | | | | 38,468 | | | | (92 | ) | | | 1,236,071 | |
| | | | | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
Common stock | | | 491 | | | | 18,388 | | | | (18,388 | ) | | | 491 | |
Additional paid-in capital | | | 572,364 | | | | 160,347 | | | | (160,347 | ) | | | 572,364 | |
Retained earnings | | | 228,426 | | | | 115,355 | | | | 844 | | | | 344,625 | |
Accumulated other comprehensive loss | | | — | | | | (41,647 | ) | | | — | | | | (41,647 | ) |
Treasury stock, at cost | | | (80,960 | ) | | | — | | | | — | | | | (80,960 | ) |
| | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 720,321 | | | | 252,443 | | | | (177,891 | ) | | | 794,873 | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,918,016 | | | $ | 290,911 | | | $ | (177,983 | ) | | $ | 2,030,944 | |
| | | | | | | | | | | | | | | | |
MOBILE MINI, INC. |
CONDENSED CONSOLIDATING BALANCE SHEETS |
As of December 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 2,977 | | | $ | 762 | | | $ | — | | | $ | 3,739 | |
Receivables, net | | | 62,033 | | | | 18,998 | | | | — | | | | 81,031 | |
Inventories | | | 15,371 | | | | 1,365 | | | | — | | | | 16,736 | |
Rental fleet, net | | | 934,433 | | | | 152,623 | | | | — | | | | 1,087,056 | |
Property, plant and equipment, net | | | 95,509 | | | | 17,666 | | | | — | | | | 113,175 | |
Deposits and prepaid expenses | | | 7,375 | | | | 1,211 | | | | — | | | | 8,586 | |
Deferred financing costs, net and other assets | | | 8,858 | | | | — | | | | — | | | | 8,858 | |
Intangibles, net | | | 77,629 | | | | 756 | | | | — | | | | 78,385 | |
Goodwill | | | 635,943 | | | | 69,665 | | | | — | | | | 705,608 | |
Intercompany receivables | | | 145,018 | | | | 33,971 | | | | (178,989 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,985,146 | | | $ | 297,017 | | | $ | (178,989 | ) | | $ | 2,103,174 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 14,803 | | | $ | 8,130 | | | $ | — | | | $ | 22,933 | |
Accrued liabilities | | | 56,104 | | | | 7,623 | | | | — | | | | 63,727 | |
Lines of credit | | | 702,135 | | | | 3,383 | | | | — | | | | 705,518 | |
Obligations under capital leases | | | 24,760 | | | | 158 | | | | — | | | | 24,918 | |
Senior Notes | | | 200,000 | | | | — | | | | — | | | | 200,000 | |
Deferred income taxes | | | 215,184 | | | | 17,367 | | | | (1,004 | ) | | | 231,547 | |
Intercompany payables | | | — | | | | 94 | | | | (94 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,212,986 | | | | 36,755 | | | | (1,098 | ) | | | 1,248,643 | |
| | | | | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
Common stock | | | 490 | | | | 18,388 | | | | (18,388 | ) | | | 490 | |
Additional paid-in capital | | | 569,083 | | | | 160,347 | | | | (160,347 | ) | | | 569,083 | |
Retained earnings | | | 268,263 | | | | 111,397 | | | | 844 | | | | 380,504 | |
Accumulated other comprehensive loss | | | — | | | | (29,870 | ) | | | — | | | | (29,870 | ) |
Treasury stock, at cost | | | (65,676 | ) | | | — | | | | — | | | | (65,676 | ) |
| | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 772,160 | | | | 260,262 | | | | (177,891 | ) | | | 854,531 | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,985,146 | | | $ | 297,017 | | | $ | (178,989 | ) | | $ | 2,103,174 | |
| | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | MOBILE MINI, INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Three Months Ended March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 100,018 | | | $ | 21,010 | | | $ | — | | | $ | 121,028 | |
Sales | | | 5,669 | | | | 1,055 | | | | — | | | | 6,724 | |
Other | | | 4,787 | | | | 90 | | | | — | | | | 4,877 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 110,474 | | | | 22,155 | | | | — | | | | 132,629 | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Rental, selling and general expenses | | | 69,610 | | | | 14,372 | | | | — | | | | 83,982 | |
Cost of sales | | | 3,401 | | | | 796 | | | | — | | | | 4,197 | |
Restructuring expenses | | | 483 | | | | — | | | | — | | | | 483 | |
Asset impairment charge | | | 64,726 | | | | — | | | | — | | | | 64,726 | |
Depreciation and amortization | | | 13,848 | | | | 1,691 | | | | — | | | | 15,539 | |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 152,068 | | | | 16,859 | | | | — | | | | 168,927 | |
| | | | | | | | | | | | | | | | |
(Loss) income from operations | | | (41,594 | ) | | | 5,296 | | | | — | | | | (36,298 | ) |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 2,662 | | | | — | | | | (2,662 | ) | | | — | |
Interest expense | | | (11,343 | ) | | | (378 | ) | | | 2,662 | | | | (9,059 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income before income tax provision | | | (50,275 | ) | | | 4,918 | | | | — | | | | (45,357 | ) |
Income tax (benefit) provision | | | (18,991 | ) | | | 960 | | | | — | | | | (18,031 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (31,284 | ) | | $ | 3,958 | | | $ | — | | | $ | (27,326 | ) |
| | | | | | | | | | | | | | | | |
|
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Three Months Ended March 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 74,268 | | | $ | 19,812 | | | $ | — | | | $ | 94,080 | |
Sales | | | 6,527 | | | | 1,339 | | | | — | | | | 7,866 | |
Other | | | 351 | | | | 107 | | | | — | | | | 458 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 81,146 | | | | 21,258 | | | | — | | | | 102,404 | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of sales | | | 4,552 | | | | 1,001 | | | | — | | | | 5,553 | |
Rental, selling and general expenses | | | 53,708 | | | | 14,648 | | | | — | | | | 68,356 | |
Restructuring expenses | | | 397 | | | | 188 | | | | — | | | | 585 | |
Asset impairment charge, net | | | 136 | | | | 147 | | | | — | | | | 283 | |
Depreciation and amortization | | | 7,277 | | | | 1,868 | | | | — | | | | 9,145 | |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 66,070 | | | | 17,852 | | | | — | | | | 83,922 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 15,076 | | | | 3,406 | | | | — | | | | 18,482 | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 30 | | | | — | | | | (30 | ) | | | — | |
Interest expense | | | (6,599 | ) | | | (418 | ) | | | 30 | | | | (6,987 | ) |
Foreign currency exchange | | | — | | | | (1 | ) | | | — | | | | (1 | ) |
| | | | | | | | | | | | | | | | |
Income before income tax provision | | | 8,507 | | | | 2,987 | | | | — | | | | 11,494 | |
Income tax provision | | | 3,299 | | | | 755 | | | | — | | | | 4,054 | |
| | | | | | | | | | | | | | | | |
Net income | | $ | 5,208 | | | $ | 2,232 | | | $ | — | | | $ | 7,440 | |
| | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Comprehensive (Loss) Income | MOBILE MINI, INC. |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME |
Three Months Ended March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net (loss) income | | $ | (31,284 | ) | | $ | 3,958 | | | $ | — | | | $ | (27,326 | ) |
Foreign currency translation adjustment | | | — | | | | (11,777 | ) | | | — | | | | (11,777 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive loss | | $ | (31,284 | ) | | $ | (7,819 | ) | | $ | — | | | $ | (39,103 | ) |
| | | | | | | | | | | | | | | | |
|
|
|
MOBILE MINI, INC. |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
Three Months Ended March 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net income | | $ | 5,208 | | | $ | 2,232 | | | $ | — | | | $ | 7,440 | |
Foreign currency translation adjustment | | | — | | | | 1,180 | | | | — | | | | 1,180 | |
| | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 5,208 | | | $ | 3,412 | | | $ | — | | | $ | 8,620 | |
| | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Cash Flows | MOBILE MINI, INC. |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
Three Months Ended March 31, 2015 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | |
Net income | | $ | (31,284 | ) | | $ | 3,958 | | | $ | — | | | $ | (27,326 | ) |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
Asset impairment charge | | | 64,726 | | | | — | | | | — | | | | 64,726 | |
Provision for doubtful accounts | | | 947 | | | | 222 | | | | — | | | | 1,169 | |
Amortization of deferred financing costs | | | 775 | | | | 14 | | | | — | | | | 789 | |
Amortization of long-term liabilities | | | 25 | | | | — | | | | — | | | | 25 | |
Share-based compensation expense | | | 3,160 | | | | 90 | | | | — | | | | 3,250 | |
Depreciation and amortization | | | 13,848 | | | | 1,691 | | | | — | | | | 15,539 | |
Gain on sale of rental fleet units | | | (1,826 | ) | | | (146 | ) | | | — | | | | (1,972 | ) |
Loss on disposal of property, plant and equipment | | | 219 | | | | 116 | | | | — | | | | 335 | |
Deferred income taxes | | | (19,192 | ) | | | 959 | | | | — | | | | (18,233 | ) |
Changes in certain assets and liabilities, net of effect of businesses acquired: | | | | | | | | | | | | | | | | |
Receivables | | | 188 | | | | (824 | ) | | | — | | | | (636 | ) |
Inventories | | | (75 | ) | | | 232 | | | | — | | | | 157 | |
Deposits and prepaid expenses | | | 348 | | | | 98 | | | | — | | | | 446 | |
Other assets and intangibles | | | 9 | | | | — | | | | — | | | | 9 | |
Accounts payable | | | 751 | | | | 282 | | | | — | | | | 1,033 | |
Accrued liabilities | | | (467 | ) | | | (372 | ) | | | — | | | | (839 | ) |
Intercompany | | | 683 | | | | (844 | ) | | | 161 | | | | — | |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 32,835 | | | | 5,476 | | | | 161 | | | | 38,472 | |
| | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | |
Cash paid for businesses, net of cash acquired | | | — | | | | (1,200 | ) | | | — | | | | (1,200 | ) |
Additions to rental fleet | | | (5,745 | ) | | | (4,735 | ) | | | — | | | | (10,480 | ) |
Proceeds from sale of rental fleet units | | | 4,268 | | | | 574 | | | | — | | | | 4,842 | |
Additions to property, plant and equipment | | | (3,307 | ) | | | (934 | ) | | | — | | | | (4,241 | ) |
Proceeds from sale of property, plant and equipment | | | 243 | | | | 364 | | | | — | | | | 607 | |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (4,541 | ) | | | (5,931 | ) | | | — | | | | (10,472 | ) |
| | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | |
Net borrowings (repayments) under lines of credit | | | (4,602 | ) | | | 619 | | | | (154 | ) | | | (4,137 | ) |
Deferred financing costs | | | (100 | ) | | | — | | | | — | | | | (100 | ) |
Principal payments on capital lease obligations | | | (828 | ) | | | (14 | ) | | | (7 | ) | | | (849 | ) |
Issuance of common stock | | | 32 | | | | — | | | | — | | | | 32 | |
Dividend payments | | | (8,509 | ) | | | — | | | | — | | | | (8,509 | ) |
Purchase of treasury stock | | | (15,284 | ) | | | — | | | | — | | | | (15,284 | ) |
| | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | | | (29,291 | ) | | | 605 | | | | (161 | ) | | | (28,847 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | — | | | | 156 | | | | — | | | | 156 | |
| | | | | | | | | | | | | | | | |
Net (decrease) increase in cash | | | (997 | ) | | | 306 | | | | — | | | | (691 | ) |
Cash and cash equivalents at beginning of period | | | 2,977 | | | | 762 | | | | — | | | | 3,739 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 1,980 | | | $ | 1,068 | | | $ | — | | | $ | 3,048 | |
| | | | | | | | | | | | | | | | |
MOBILE MINI, INC. |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
Three Months Ended March 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 5,208 | | | $ | 2,232 | | | $ | — | | | $ | 7,440 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
Asset impairment charge, net | | | 136 | | | | 147 | | | | — | | | | 283 | |
Provision for doubtful accounts | | | 453 | | | | 94 | | | | — | | | | 547 | |
Amortization of deferred financing costs | | | 687 | | | | 16 | | | | — | | | | 703 | |
Amortization of long-term liabilities | | | 40 | | | | 1 | | | | — | | | | 41 | |
Share-based compensation expense | | | 3,963 | | | | 201 | | | | — | | | | 4,164 | |
Depreciation and amortization | | | 7,277 | | | | 1,868 | | | | — | | | | 9,145 | |
Gain on sale of rental fleet units | | | (1,500 | ) | | | (211 | ) | | | — | | | | (1,711 | ) |
Loss on disposal of property, plant and equipment | | | 48 | | | | 24 | | | | — | | | | 72 | |
Deferred income taxes | | | 3,201 | | | | 753 | | | | — | | | | 3,954 | |
Foreign currency loss | | | — | | | | 1 | | | | — | | | | 1 | |
Changes in certain assets and liabilities, net of effect of businesses acquired: | | | | | | | | | | | | | | | | |
Receivables | | | 1,404 | | | | (626 | ) | | | — | | | | 778 | |
Inventories | | | 285 | | | | (57 | ) | | | — | | | | 228 | |
Deposits and prepaid expenses | | | (1,416 | ) | | | 140 | | | | — | | | | (1,276 | ) |
Other assets and intangibles | | | (178 | ) | | | 173 | | | | — | | | | (5 | ) |
Accounts payable | | | 1,123 | | | | 1,938 | | | | — | | | | 3,061 | |
Accrued liabilities | | | (350 | ) | | | (263 | ) | | | — | | | | (613 | ) |
Intercompany | | | 756 | | | | (756 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 21,137 | | | | 5,675 | | | | — | | | | 26,812 | |
| | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | |
Cash paid for businesses, net of cash acquired | | | (4,217 | ) | | | — | | | | — | | | | (4,217 | ) |
Additions to rental fleet | | | (1,834 | ) | | | (2,244 | ) | | | — | | | | (4,078 | ) |
Proceeds from sale of rental fleet units | | | 4,781 | | | | 846 | | | | — | | | | 5,627 | |
Additions to property, plant and equipment | | | (2,393 | ) | | | (235 | ) | | | — | | | | (2,628 | ) |
Proceeds from sale of property, plant and equipment | | | 708 | | | | 200 | | | | — | | | | 908 | |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (2,955 | ) | | | (1,433 | ) | | | — | | | | (4,388 | ) |
| | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | |
Net repayments under lines of credit | | | (10,773 | ) | | | (5,534 | ) | | | — | | | | (16,307 | ) |
Principal payments on capital lease obligations | | | (367 | ) | | | — | | | | — | | | | (367 | ) |
Issuance of common stock | | | 1,949 | | | | — | | | | — | | | | 1,949 | |
Dividend payments | | | (7,849 | ) | | | — | | | | — | | | | (7,849 | ) |
Purchase of treasury stock | | | (407 | ) | | | — | | | | — | | | | (407 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (17,447 | ) | | | (5,534 | ) | | | — | | | | (22,981 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | — | | | | (132 | ) | | | — | | | | (132 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash | | | 735 | | | | (1,424 | ) | | | — | | | | (689 | ) |
Cash and cash equivalents at beginning of period | | | (190 | ) | | | 1,446 | | | | — | | | | 1,256 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 545 | | | $ | 22 | | | $ | — | | | $ | 567 | |
| | | | | | | | | | | | | | | | |