Condensed Consolidating Financial Information | (19) Condensed Consolidating Financial Information 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 June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 2,535 $ 1,169 $ — $ 3,704 Receivables, net 58,258 20,007 — 78,265 Inventories 16,287 1,200 — 17,487 Rental fleet, net 780,800 163,818 — 944,618 Property, plant and equipment, net 103,303 17,221 — 120,524 Deposits and prepaid expenses 8,683 3,406 — 12,089 Deferred financing costs, net and other assets 7,919 — — 7,919 Intangibles, net 74,853 647 — 75,500 Goodwill 636,835 70,251 — 707,086 Intercompany receivables 144,053 33,905 (177,958 ) — Total assets $ 1,833,526 $ 311,624 $ (177,958 ) $ 1,967,192 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts payable $ 25,355 $ 9,649 $ — $ 35,004 Accrued liabilities 50,204 7,453 — 57,657 Lines of credit 625,750 4,987 — 630,737 Obligations under capital leases 29,408 131 — 29,539 Senior Notes 200,000 — — 200,000 Deferred income taxes 199,389 19,837 — 219,226 Intercompany payables — 67 (67 ) — Total liabilities 1,130,106 42,124 (67 ) 1,172,163 Commitments and contingencies Stockholders’ equity: Common stock 491 18,388 (18,388 ) 491 Additional paid-in capital 577,291 160,347 (160,347 ) 577,291 Retained earnings 224,796 119,896 844 345,536 Accumulated other comprehensive loss — (29,131 ) — (29,131 ) Treasury stock, at cost (99,158 ) — — (99,158 ) Total stockholders’ equity 703,420 269,500 (177,891 ) 795,029 Total liabilities and stockholders’ equity $ 1,833,526 $ 311,624 $ (177,958 ) $ 1,967,192 MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (In thousands) Guarantors Non- Eliminations Consolidated 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 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 98,354 $ 21,891 $ — $ 120,245 Sales 7,078 1,121 — 8,199 Other 1,739 105 — 1,844 Total revenues 107,171 23,117 — 130,288 Costs and expenses: Rental, selling and general expenses 68,873 14,231 — 83,104 Cost of sales 4,506 894 — 5,400 Restructuring expenses 2,444 — — 2,444 Asset impairment charge and loss on divestiture, net 1,384 18 — 1,402 Depreciation and amortization 12,785 1,753 — 14,538 Total costs and expenses 89,992 16,896 — 106,888 Income from operations 17,179 6,221 — 23,400 Other income (expense): Interest income 2,661 — (2,661 ) — Interest expense (11,245 ) (383 ) 2,661 (8,967 ) Foreign currency exchange — (2 ) — (2 ) Income before income tax provision 8,595 5,836 — 14,431 Income tax provision 3,720 1,295 — 5,015 Net income $ 4,875 $ 4,541 $ — $ 9,416 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 4,875 $ 4,541 $ — $ 9,416 Foreign currency translation adjustment — 12,516 — 12,516 Comprehensive income $ 4,875 $ 17,057 $ — $ 21,932 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 76,613 $ 21,428 $ — $ 98,041 Sales 6,807 1,175 — 7,982 Other 403 107 — 510 Total revenues 83,823 22,710 — 106,533 Costs and expenses: Rental, selling and general expenses 52,904 15,245 — 68,149 Cost of sales 4,548 831 — 5,379 Restructuring expenses 305 1,426 — 1,731 Asset impairment charge, net 280 (6 ) — 274 Depreciation and amortization 7,443 1,862 — 9,305 Total costs and expenses 65,480 19,358 — 84,838 Income from operations 18,343 3,352 — 21,695 Other income (expense): Interest income 21 — (21 ) — Interest expense (6,719 ) (399 ) 21 (7,097 ) Foreign currency exchange — — — — Income before income tax provision 11,645 2,953 — 14,598 Income tax provision 4,609 726 — 5,335 Net income $ 7,036 $ 2,227 $ — $ 9,263 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 7,036 $ 2,227 $ — $ 9,263 Foreign currency translation adjustment — 6,086 — 6,086 Comprehensive income $ 7,036 $ 8,313 $ — $ 15,349 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 200,461 $ 42,901 $ — $ 243,362 Sales 13,995 2,176 — 16,171 Other 3,189 195 — 3,384 Total revenues 217,645 45,272 — 262,917 Costs and expenses: Rental, selling and general expenses 137,547 28,603 — 166,150 Cost of sales 8,843 1,690 — 10,533 Restructuring expenses 2,927 — — 2,927 Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Depreciation and amortization 26,633 3,444 — 30,077 Total costs and expenses 242,060 33,755 — 275,815 (Loss) income from operations (24,415 ) 11,517 — (12,898 ) Other income (expense): Interest income 5,323 — (5,323 ) — Interest expense (22,588 ) (761 ) 5,323 (18,026 ) Foreign currency exchange — (2 ) — (2 ) (Loss) income before income tax (benefit) provision (41,680 ) 10,754 — (30,926 ) Income tax (benefit) provision (15,271 ) 2,255 — (13,016 ) Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Foreign currency translation adjustment — 739 739 Comprehensive (loss) income $ (26,409 ) $ 9,238 $ — $ (17,171 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Revenues: Rental $ 150,881 $ 41,240 $ — $ 192,121 Sales 13,334 2,514 — 15,848 Other 754 214 — 968 Total revenues 164,969 43,968 — 208,937 Costs and expenses: Rental, selling and general expenses 106,612 29,893 — 136,505 Cost of sales 9,100 1,832 — 10,932 Restructuring expenses 702 1,614 — 2,316 Asset impairment charge, net 416 141 — 557 Depreciation and amortization 14,720 3,730 — 18,450 Total costs and expenses 131,550 37,210 — 168,760 Income from operations 33,419 6,758 — 40,177 Other income (expense): Interest income 51 — (51 ) — Interest expense (13,318 ) (817 ) 51 (14,084 ) Foreign currency exchange — (1 ) — (1 ) Income before income tax provision 20,152 5,940 — 26,092 Income tax provision 7,908 1,481 — 9,389 Net income $ 12,244 $ 4,459 $ — $ 16,703 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Net income $ 12,244 $ 4,459 $ — $ 16,703 Foreign currency translation adjustment — 7,266 — 7,266 Comprehensive income $ 12,244 $ 11,725 $ — $ 23,969 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Provision for doubtful accounts 1,527 367 — 1,894 Amortization of deferred financing costs 1,557 29 — 1,586 Amortization of long-term liabilities 50 1 — 51 Share-based compensation expense 6,548 189 — 6,737 Depreciation and amortization 26,633 3,444 — 30,077 Gain on sale of rental fleet units (3,417 ) (226 ) — (3,643 ) Loss on disposal of property, plant and equipment 1,132 350 — 1,482 Deferred income taxes (15,674 ) 2,254 — (13,420 ) Foreign currency loss — 2 — 2 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 1,659 (1,164 ) — 495 Inventories (915 ) 165 — (750 ) Deposits and prepaid expenses (783 ) (2,143 ) — (2,926 ) Other assets and intangibles (5 ) — — (5 ) Accounts payable 5,217 (397 ) — 4,820 Accrued liabilities (3,484 ) (233 ) — (3,717 ) Intercompany 835 (736 ) (99 ) — Net cash provided by operating activities 60,581 10,419 (99 ) 70,901 Cash Flows from Investing Activities: Proceeds from mobile wood office divestiture 84,473 27 — 84,500 Cash paid for businesses, net of cash acquired — (1,200 ) — (1,200 ) Additions to rental fleet (17,749 ) (10,060 ) — (27,809 ) Proceeds from sale of rental fleet units 8,243 1,132 — 9,375 Additions to property, plant and equipment (9,957 ) (1,655 ) — (11,612 ) Proceeds from sale of property, plant and equipment 1,228 449 — 1,677 Net cash provided by (used in) investing activities 66,238 (11,307 ) — 54,931 Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit (76,385 ) 1,504 99 (74,782 ) Deferred financing costs (113 ) — — (113 ) Principal payments on capital lease obligations (1,790 ) (27 ) — (1,817 ) Issuance of common stock 1,473 — — 1,473 Dividend payments (16,964 ) — — (16,964 ) Purchase of treasury stock (33,482 ) — — (33,482 ) Net cash (used in) provided by financing activities (127,261 ) 1,477 99 (125,685 ) Effect of exchange rate changes on cash — (182 ) — (182 ) Net (decrease) increase in cash (442 ) 407 — (35 ) Cash and cash equivalents at beginning of period 2,977 762 — 3,739 Cash and cash equivalents at end of period $ 2,535 $ 1,169 $ — $ 3,704 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2014 (In thousands) Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 12,244 $ 4,459 $ — $ 16,703 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment charge, net 416 141 — 557 Provision for doubtful accounts 1,102 247 — 1,349 Amortization of deferred financing costs 1,375 30 — 1,405 Amortization of long-term liabilities 81 2 — 83 Share-based compensation expense 6,767 374 — 7,141 Depreciation and amortization 14,720 3,730 — 18,450 Gain on sale of rental fleet units (3,237 ) 742 — (2,495 ) Loss on disposal of property, plant and equipment 199 160 — 359 Deferred income taxes 7,728 1,461 — 9,189 Foreign currency loss — 1 — 1 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (1,114 ) (1,495 ) — (2,609 ) Inventories 232 (177 ) — 55 Deposits and prepaid expenses (1,609 ) (247 ) — (1,856 ) Other assets and intangibles 19 (30 ) — (11 ) Accounts payable 879 1,552 — 2,431 Accrued liabilities (1,601 ) 134 — (1,467 ) Intercompany 2,290 (2,290 ) — — Net cash provided by operating activities 40,491 8,794 — 49,285 Cash Flows from Investing Activities: Cash paid for businesses, net of cash acquired (16,260 ) — — (16,260 ) Additions to rental fleet (4,871 ) (3,279 ) — (8,150 ) Proceeds from sale of rental fleet units 9,717 2,302 — 12,019 Additions to property, plant and equipment (3,891 ) (850 ) — (4,741 ) Proceeds from sale of property, plant and equipment 1,145 306 — 1,451 Net cash used in investing activities (14,160 ) (1,521 ) — (15,681 ) Cash Flows from Financing Activities: Net repayments under lines of credit (10,821 ) (8,368 ) — (19,189 ) Principal payments on capital lease obligations (766 ) — — (766 ) Issuance of common stock 2,062 — — 2,062 Dividend payments (15,719 ) — — (15,719 ) Purchase of treasury stock (463 ) — — (463 ) Net cash used in financing activities (25,707 ) (8,368 ) — (34,075 ) Effect of exchange rate changes on cash — (217 ) — (217 ) Net increase (decrease) in cash 624 (1,312 ) — (688 ) Cash and cash equivalents at beginning of period (190 ) 1,446 — 1,256 Cash and cash equivalents at end of period $ 434 $ 134 $ — $ 568 |