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 March 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 569 $ 65 $ — $ 634 Receivables, net 57,767 19,511 — 77,278 Inventories 14,515 911 — 15,426 Rental fleet, net 797,102 160,425 — 957,527 Property, plant and equipment, net 118,043 19,985 — 138,028 Other assets 17,357 2,005 — 19,362 Intangibles, net 72,105 385 — 72,490 Goodwill 644,120 64,443 — 708,563 Intercompany receivables 145,500 4,634 (150,134 ) — Total assets $ 1,867,078 $ 272,364 $ (150,134 ) $ 1,989,308 LIABILITIES AND STOCKHOLDERS' Liabilities: Accounts payable $ 23,132 $ 8,077 $ — $ 31,209 Accrued liabilities 53,356 6,724 — 60,080 Lines of credit 672,242 619 — 672,861 Obligations under capital leases 42,016 285 — 42,301 Senior Notes, net 197,677 — — 197,677 Deferred income taxes 209,685 16,396 — 226,081 Intercompany payables — 2,135 (2,135 ) — Total liabilities 1,198,108 34,236 (2,135 ) 1,230,209 Commitments and contingencies Stockholders' equity: Common stock 493 — — 493 Additional paid-in capital 587,009 147,999 (147,999 ) 587,009 Retained earnings 216,062 138,004 — 354,066 Accumulated other comprehensive loss — (47,875 ) — (47,875 ) Treasury stock, at cost (134,594 ) — — (134,594 ) Total stockholders' equity 668,970 238,128 (147,999 ) 759,099 Total liabilities and stockholders' equity $ 1,867,078 $ 272,364 $ (150,134 ) $ 1,989,308 MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,033 $ 580 $ — $ 1,613 Receivables, net 62,043 18,148 — 80,191 Inventories 14,224 1,372 — 15,596 Rental fleet, net 790,172 161,151 — 951,323 Property, plant and equipment, net 112,877 18,810 — 131,687 Other assets 14,854 1,912 — 16,766 Intangibles, net 72,751 461 — 73,212 Goodwill 640,444 65,943 — 706,387 Intercompany receivables 143,592 4,415 (148,007 ) — Total assets $ 1,851,990 $ 272,792 $ (148,007 ) $ 1,976,775 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable $ 22,849 $ 6,237 $ — $ 29,086 Accrued liabilities 51,815 7,209 — 59,024 Lines of credit 665,750 1,958 — 667,708 Obligations under capital leases 37,957 317 — 38,274 Senior Notes, net 197,553 — — 197,553 Deferred income taxes 199,826 19,775 — 219,601 Intercompany payables — 8 (8 ) — Total liabilities 1,175,750 35,504 (8 ) 1,211,246 Commitments and contingencies Stockholders' equity: Common stock 491 — — 491 Additional paid-in capital 584,447 147,999 (147,999 ) 584,447 Retained earnings 218,811 133,451 — 352,262 Accumulated other comprehensive loss — (44,162 ) — (44,162 ) Treasury stock, at cost (127,509 ) — — (127,509 ) Total stockholders' equity 676,240 237,288 (147,999 ) 765,529 Total liabilities and stockholders' equity $ 1,851,990 $ 272,792 $ (148,007 ) $ 1,976,775 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 96,890 $ 20,466 $ — $ 117,356 Sales 5,961 930 — 6,891 Other 228 58 — 286 Total revenues 103,079 21,454 — 124,533 Costs and expenses: Rental, selling and general expenses 63,239 13,063 — 76,302 Cost of sales 3,910 701 — 4,611 Restructuring expenses 2,248 — — 2,248 Depreciation and amortization 13,377 1,800 — 15,177 Total costs and expenses 82,774 15,564 — 98,338 Income from operations 20,305 5,890 — 26,195 Other income (expense): Interest income 2,654 — (2,654 ) — Interest expense (10,869 ) (269 ) 2,654 (8,484 ) Income before income tax provision 12,090 5,621 — 17,711 Income tax provision 5,645 1,068 — 6,713 Net income $ 6,445 $ 4,553 $ — $ 10,998 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended March 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 6,445 $ 4,553 $ — $ 10,998 Foreign currency translation adjustment — (3,713 ) — (3,713 ) Comprehensive income $ 6,445 $ 840 $ — $ 7,285 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 102,107 $ 21,010 $ — $ 123,117 Sales 6,917 1,055 — 7,972 Other 1,450 90 — 1,540 Total revenues 110,474 22,155 — 132,629 Costs and expenses: Rental, selling and general expenses 68,674 14,372 — 83,046 Cost of sales 4,337 796 — 5,133 Restructuring expenses 483 — — 483 Asset impairment charge, net 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 (benefit) 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 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS Three Months Ended March 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated 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 CASH FLOWS Three Months Ended March 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 6,445 $ 4,553 $ — $ 10,998 Adjustments to reconcile net income to net cash provided by operating activities: Provision for doubtful accounts 1,155 48 — 1,203 Amortization of deferred financing costs 460 8 — 468 Amortization of long-term liabilities 29 — — 29 Share-based compensation expense 2,473 91 — 2,564 Depreciation and amortization 13,377 1,800 — 15,177 Gain on sale of rental fleet units (1,227 ) (151 ) — (1,378 ) Loss on disposal of property, plant and equipment 287 51 — 338 Deferred income taxes 5,493 1,067 — 6,560 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 3,509 (1,881 ) — 1,628 Inventories (291 ) 434 — 143 Other assets (721 ) (128 ) — (849 ) Accounts payable (4,191 ) 1,685 — (2,506 ) Accrued liabilities 1,219 (313 ) — 906 Intercompany 450 (450 ) — — Net cash provided by operating activities 28,467 6,814 — 35,281 Cash Flows from Investing Activities: Cash paid for businesses, net of cash acquired (9,206 ) — — (9,206 ) Additions to rental fleet (6,686 ) (4,198 ) — (10,884 ) Proceeds from sale of rental fleet units 3,278 692 — 3,970 Additions to property, plant and equipment (5,619 ) (2,691 ) — (8,310 ) Proceeds from sale of property, plant and equipment 640 200 — 840 Net cash used in investing activities (17,593 ) (5,997 ) — (23,590 ) Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit 6,492 (1,340 ) — 5,152 Deferred financing costs (193 ) — — (193 ) Principal payments on capital lease obligations (1,401 ) (32 ) — (1,433 ) Dividend payments (9,152 ) — — (9,152 ) Purchase of treasury stock (7,084 ) — — (7,084 ) Net cash used in financing activities (11,338 ) (1,372 ) — (12,710 ) Effect of exchange rate changes on cash — 40 — 40 Net decrease in cash (464 ) (515 ) — (979 ) Cash and cash equivalents at beginning of period 1,033 580 — 1,613 Cash and cash equivalents at end of period $ 569 $ 65 $ — $ 634 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (31,284 ) $ 3,958 $ — $ (27,326 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Asset impairment charge, net 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 ) Foreign currency loss — — Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 188 (824 ) — (636 ) Inventories (75 ) 232 — 157 Other assets 357 98 — 455 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 acquired, 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 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 increase (decrease) 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 |