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, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,740 $ 3,599 $ — $ 5,339 Receivables, net 70,755 17,779 — 88,534 Inventories 16,397 907 — 17,304 Rental fleet, net 797,390 152,316 — 949,706 Property, plant and equipment, net 128,652 20,900 — 149,552 Other assets 16,075 1,787 — 17,862 Intangibles, net 70,549 301 — 70,850 Goodwill 644,126 60,388 — 704,514 Intercompany receivables 145,331 4,384 (149,715 ) — Total assets $ 1,891,015 $ 262,361 $ (149,715 ) $ 2,003,661 LIABILITIES AND STOCKHOLDERS' Liabilities: Accounts payable $ 25,979 $ 8,936 $ — $ 34,915 Accrued liabilities 53,919 6,604 — 60,523 Lines of credit 646,237 511 — 646,748 Obligations under capital leases 49,367 245 — 49,612 Senior Notes, net 245,193 — — 245,193 Deferred income taxes 209,885 16,286 — 226,171 Intercompany payables — 1,716 (1,716 ) — Total liabilities 1,230,580 34,298 (1,716 ) 1,263,162 Commitments and contingencies Stockholders' equity: Common stock 493 — — 493 Additional paid-in capital 588,782 147,999 (147,999 ) 588,782 Retained earnings 205,766 143,211 — 348,977 Accumulated other comprehensive loss — (63,147 ) — (63,147 ) Treasury stock, at cost (134,606 ) — — (134,606 ) Total stockholders' equity 660,435 228,063 (147,999 ) 740,499 Total liabilities and stockholders' equity $ 1,891,015 $ 262,361 $ (149,715 ) $ 2,003,661 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 June 30, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 95,555 $ 21,218 $ — $ 116,773 Sales 5,865 477 — 6,342 Other 1,687 47 — 1,734 Total revenues 103,107 21,742 — 124,849 Costs and expenses: Rental, selling and general expenses 64,935 13,102 — 78,037 Cost of sales 3,361 317 — 3,678 Restructuring expenses 1,324 — — 1,324 Depreciation and amortization 14,369 1,900 — 16,269 Total costs and expenses 83,989 15,319 — 99,308 Income from operations 19,118 6,423 — 25,541 Other income (expense): Interest income 2,653 — (2,653 ) — Interest expense (10,519 ) (136 ) 2,653 (8,002 ) Debt extinguishment expense (9,192 ) — — (9,192 ) Deferred financing costs write-off (2,271 ) — — (2,271 ) Foreign currency exchange — (4 ) — (4 ) Income before income tax provision (211 ) 6,283 — 6,072 Income tax provision 924 1,076 — 2,000 Net income $ (1,135 ) $ 5,207 $ — $ 4,072 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 30, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ (1,135 ) $ 5,207 $ — $ 4,072 Foreign currency translation adjustment — (15,272 ) — (15,272 ) Comprehensive income $ (1,135 ) $ (10,065 ) $ — $ (11,200 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Guarantors 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, 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 (benefit) 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 INCOME Three Months Ended June 30, 2015 (In thousands) Guarantors Non- Guarantors 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 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 192,445 $ 41,684 $ — $ 234,129 Sales 11,826 1,407 — 13,233 Other 1,915 105 — 2,020 Total revenues 206,186 43,196 — 249,382 Costs and expenses: Rental, selling and general expenses 128,174 26,165 — 154,339 Cost of sales 7,271 1,018 — 8,289 Restructuring expenses 3,572 — — 3,572 Depreciation and amortization 27,746 3,700 — 31,446 Total costs and expenses 166,763 30,883 — 197,646 Income from operations 39,423 12,313 — 51,736 Other income (expense): Interest income 5,307 — (5,307 ) — Interest expense (21,388 ) (405 ) 5,307 (16,486 ) Debt extinguishment expense (9,192 ) — — (9,192 ) Deferred financing costs write-off (2,271 ) — — (2,271 ) Foreign currency exchange — (4 ) — (4 ) Income before income tax provision 11,879 11,904 — 23,783 Income tax provision 6,569 2,144 — 8,713 Net income $ 5,310 $ 9,760 $ — $ 15,070 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Six Months Ended June 30, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 5,310 $ 9,760 $ — $ 15,070 Foreign currency translation adjustment — (18,985 ) — (18,985 ) Comprehensive income $ 5,310 $ (9,225 ) $ — $ (3,915 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Guarantors 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, 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 Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (26,409 ) $ 8,499 $ — $ (17,910 ) Foreign currency translation adjustment — 739 — 739 Comprehensive loss $ (26,409 ) $ 9,238 $ — $ (17,171 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash flows from operating activities: Net income $ 5,310 $ 9,760 $ — $ 15,070 Adjustments to reconcile net income to net cash provided by operating activities: Debt extinguishment expense 9,192 — — 9,192 Deferred financing costs write-off 2,271 — — 2,271 Provision for doubtful accounts 2,434 212 — 2,646 Amortization of deferred financing costs 941 7 — 948 Amortization of long-term liabilities 58 — — 58 Share-based compensation expense 4,106 139 — 4,245 Depreciation and amortization 27,746 3,700 — 31,446 Gain on sale of rental fleet units (2,500 ) (282 ) — (2,782 ) Loss on disposal of property, plant and equipment 521 168 — 689 Deferred income taxes 6,399 2,143 — 8,542 Foreign currency loss — 4 — 4 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (10,758 ) (1,538 ) — (12,296 ) Inventories (2,173 ) 383 — (1,790 ) Other assets 540 (58 ) — 482 Accounts payable 3,029 2,736 — 5,765 Accrued liabilities 202 18 — 220 Intercompany 764 (764 ) — — Net cash provided by operating activities 48,082 16,628 — 64,710 Cash flows from investing activities: Cash paid for businesses, net of cash acquired (9,206 ) — — (9,206 ) Additions to rental fleet (20,657 ) (7,501 ) — (28,158 ) Proceeds from sale of rental fleet units 6,332 1,077 — 7,409 Additions to property, plant and equipment (13,301 ) (5,962 ) — (19,263 ) Proceeds from sale of property, plant and equipment 1,166 449 — 1,615 Net cash used in investing activities (35,666 ) (11,937 ) — (47,603 ) Cash flows from financing activities: Net repayments under lines of credit (19,513 ) (1,448 ) — (20,961 ) Proceeds from issuance of 5.875% senior notes due 2024 250,000 — — 250,000 Redemption of 7.875% senior notes due 2020 (200,000 ) — — (200,000 ) Debt extinguishment expense (9,192 ) — — (9,192 ) Deferred financing costs (4,916 ) — — (4,916 ) Principal payments on capital lease obligations (2,848 ) (72 ) — (2,920 ) Issuance of common stock 92 — — 92 Dividend payments (18,236 ) — — (18,236 ) Purchase of treasury stock (7,096 ) — — (7,096 ) Net cash used in financing activities (11,709 ) (1,520 ) — (13,229 ) Effect of exchange rate changes on cash — (152 ) — (152 ) Net decrease in cash 707 3,019 — 3,726 Cash and cash equivalents at beginning of period 1,033 580 — 1,613 Cash and cash equivalents at end of period $ 1,740 $ 3,599 $ — $ 5,339 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (In thousands) Guarantors Non- Guarantors 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, 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 ) Other assets (788 ) (2,143 ) — (2,931 ) 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, net 84,473 27 — 84,500 Cash paid for businesses acquired, 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 used in investing activities 66,238 (11,307 ) — 54,931 Cash flows from financing activities: Net 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 increase (decrease) 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 |