Condensed Consolidating Financial Information for Guarantors | (16) Condensed Consolidating Financial Information for Guarantors The following tables reflect the condensed consolidating financial information of our subsidiary guarantors of the Senior Notes and our 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 customer exceptions, and management has determined that such information is not material to investors. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,260 $ 2,877 $ — $ 4,137 Receivables, net 80,476 18,699 — 99,175 Inventories 14,526 886 — 15,412 Rental fleet, net 803,553 146,512 — 950,065 Property, plant and equipment, net 129,458 19,739 — 149,197 Other assets 13,189 1,741 — 14,930 Intangibles, net 67,487 933 — 68,420 Goodwill 645,126 58,432 — 703,558 Intercompany receivables 146,016 4,513 (150,529 ) — Total assets $ 1,901,091 $ 254,332 $ (150,529 ) $ 2,004,894 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable $ 20,218 $ 7,170 $ — $ 27,388 Accrued liabilities 57,025 7,101 — 64,126 Lines of credit 640,975 185 — 641,160 Obligations under capital leases 50,507 197 — 50,704 Senior Notes 245,212 — — 245,212 Deferred income taxes 224,212 16,478 — 240,690 Intercompany payables 384 2,146 (2,530 ) — Total liabilities 1,238,533 33,277 (2,530 ) 1,269,280 Commitments and contingencies Stockholders' equity: Common stock 493 — — 493 Additional paid-in capital 592,071 147,999 (147,999 ) 592,071 Retained earnings 208,793 154,103 — 362,896 Accumulated other comprehensive loss — (81,047 ) — (81,047 ) Treasury stock, at cost (138,799 ) — — (138,799 ) Total stockholders' equity 662,558 221,055 (147,999 ) 735,614 Total liabilities and stockholders' equity $ 1,901,091 $ 254,332 $ (150,529 ) $ 2,004,894 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 143,624 3,539 (147,163 ) — Total assets $ 1,852,022 $ 271,916 $ (147,163 ) $ 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 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 218,843 132,575 844 352,262 Accumulated other comprehensive loss — (44,162 ) — (44,162 ) Treasury stock, at cost (127,509 ) — — (127,509 ) Total stockholders' equity 676,272 236,412 (147,155 ) 765,529 Total liabilities and stockholders' equity $ 1,852,022 $ 271,916 $ (147,163 ) $ 1,976,775 CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Year Ended December 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 399,200 $ 80,883 $ — $ 480,083 Sales 23,509 2,990 — 26,499 Other 1,718 322 — 2,040 Total revenues 424,427 84,195 — 508,622 Costs and expenses: Rental, selling and general expenses 258,799 50,495 — 309,294 Cost of sales 14,228 2,243 — 16,471 Restructuring expenses 6,015 5 — 6,020 Depreciation and amortization 56,548 7,186 — 63,734 Total costs and expenses 335,590 59,929 — 395,519 Income from operations 88,837 24,266 — 113,103 Other income (expense): Interest income 10,613 2 (10,613 ) 2 Interest expense (42,662 ) (677 ) 10,613 (32,726 ) Debt extinguishment expense (9,192 ) — — (9,192 ) Deferred financing costs write-off (2,271 ) — — (2,271 ) Foreign currency exchange — (18 ) — (18 ) Income before income tax provision 45,325 23,573 — 68,898 Income tax provision 18,729 2,921 21,650 Net income $ 26,596 $ 20,652 $ — $ 47,248 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 26,596 $ 20,652 $ — $ 47,248 Other comprehensive loss: Foreign currency translation adjustment, net of income tax provision of $106 — (36,885 ) — (36,885 ) Other comprehensive loss — (36,885 ) — (36,885 ) Comprehensive income (loss) $ 26,596 $ (16,233 ) $ — $ 10,363 CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Year Ended December 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 406,434 $ 88,281 $ — $ 494,715 Sales 26,157 3,796 — 29,953 Other 5,764 345 — 6,109 Total revenues 438,355 92,422 — 530,777 Costs and expenses: Rental, selling and general expenses 269,893 56,359 — 326,252 Cost of sales 16,781 2,890 — 19,671 Restructuring expenses 20,798 — — 20,798 Asset impairment charge and loss on divestiture, net 66,110 18 — 66,128 Depreciation and amortization 53,260 7,084 — 60,344 Total costs and expenses 426,842 66,351 — 493,193 Income from operations 11,513 26,071 — 37,584 Other income (expense): Interest income 10,640 — (10,639 ) 1 Interest expense (45,016 ) (1,523 ) 10,639 (35,900 ) Deferred financing costs write-off (931 ) — — (931 ) Foreign currency exchange — (2 ) — (2 ) (Loss) income from continuing operations before income tax (benefit) provision (23,794 ) 24,546 — 752 Income tax (benefit) provision (8,191 ) 3,369 — (4,822 ) Net (loss) income $ (15,603 ) $ 21,177 $ — $ 5,574 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (15,603 ) $ 21,177 $ — $ 5,574 Other comprehensive loss: Foreign currency translation adjustment, net of income tax benefit of $184 — (14,292 ) — (14,292 ) Other comprehensive loss — (14,292 ) — (14,292 ) Comprehensive (loss) income $ (15,603 ) $ 6,885 $ — $ (8,718 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Year Ended December 31, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 323,563 $ 86,799 $ — $ 410,362 Sales 26,524 5,061 — 31,585 Other 3,112 415 — 3,527 Total revenues 353,199 92,275 — 445,474 Costs and expenses: Rental, selling and general expenses 220,951 59,997 — 280,948 Cost of sales 17,887 4,057 — 21,944 Restructuring expenses 1,915 1,627 — 3,542 Asset impairment charge, net 416 141 — 557 Depreciation and amortization 32,007 7,327 — 39,334 Total costs and expenses 273,176 73,149 — 346,325 Income from operations 80,023 19,126 — 99,149 Other income (expense): Interest income 81 — (81 ) — Interest expense (27,229 ) (1,581 ) 81 (28,729 ) Foreign currency exchange — (1 ) — (1 ) Income from continuing operations before income tax provision 52,875 17,544 — 70,419 Income tax provision 21,991 4,042 — 26,033 Net income $ 30,884 $ 13,502 $ — $ 44,386 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 30,884 $ 13,502 $ — $ 44,386 Other comprehensive income : Foreign currency translation adjustment, net of income tax benefit of $213 — (14,430 ) — (14,430 ) Other comprehensive loss — (14,430 ) — (14,430 ) Comprehensive income (loss) $ 30,884 $ (928 ) $ — $ 29,956 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2016 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 26,596 $ 20,652 — $ 47,248 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 5,498 664 — 6,162 Amortization of deferred financing costs 1,968 8 — 1,976 Amortization of long-term liabilities 116 — — 116 Share-based compensation expense 7,126 273 — 7,399 Depreciation and amortization 56,548 7,186 — 63,734 Gain on sale of rental fleet (5,014 ) (458 ) — (5,472 ) Loss on disposal of property, plant and equipment 1,131 154 — 1,285 Deferred income taxes 18,713 2,921 — 21,634 Tax shortfall on equity award transactions (242 ) — — (242 ) Foreign currency transaction loss — 18 — 18 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (23,543 ) (3,778 ) — (27,321 ) Inventories (302 ) 900 — 598 Other assets 105 (45 ) — 60 Accounts payable (930 ) 1,169 — 239 Accrued liabilities 7,227 120 — 7,347 Intercompany 776 (776 ) — — Net cash provided by operating activities 107,236 29,008 — 136,244 Cash Flows from Investing Activities: Cash paid for businesses acquired, net of cash acquired (9,206 ) (7,359 ) — (16,565 ) Additions to rental fleet, excluding acquisitions (46,471 ) (10,901 ) — (57,372 ) Proceeds from sale of rental fleet 11,976 1,703 — 13,679 Additions to property, plant and equipment, excluding acquisitions (22,402 ) (8,257 ) — (30,659 ) Proceeds from sale of property, plant and equipment 2,053 711 — 2,764 Net cash used in investing activities (64,050 ) (24,103 ) — (88,153 ) Cash Flows from Financing Activities: Net repayments under lines of credit (24,775 ) (1,773 ) — (26,548 ) 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 (5,369 ) — — (5,369 ) Principal payments on capital lease obligations (6,399 ) (121 ) — (6,520 ) Issuance of common stock 468 — — 468 Dividend payments (36,402 ) — — (36,402 ) Purchase of treasury stock (11,290 ) — — (11,290 ) Net cash used in financing activities (42,959 ) (1,894 ) — (44,853 ) Effect of exchange rate changes on cash — (714 ) — (714 ) Net increase in cash 227 2,297 — 2,524 Cash and cash equivalents at beginning of year 1,033 580 — 1,613 Cash and cash equivalents at end of year $ 1,260 $ 2,877 $ — $ 4,137 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2015 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income (15,603 ) 21,177 — $ 5,574 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Deferred financing costs write-off 931 — — 931 Asset impairment charge and loss on divestiture, net 66,110 18 66,128 Non-cash restructuring expense, excluding share-based compensation 12,411 — — 12,411 Provision for doubtful accounts 3,065 640 — 3,705 Amortization of deferred financing costs 3,073 58 — 3,131 Amortization of long-term liabilities 99 2 — 101 Share-based compensation expense 13,426 401 — 13,827 Depreciation and amortization 53,260 7,084 — 60,344 Gain on sale of rental fleet (5,934 ) (468 ) — (6,402 ) Loss on disposal of property, plant and equipment 1,873 315 — 2,188 Deferred income taxes (8,832 ) 3,203 — (5,629 ) Tax shortfall on equity award transactions (166 ) — — (166 ) Foreign currency transaction loss — 2 — 2 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (3,345 ) (839 ) — (4,184 ) Inventories 1,032 (87 ) — 945 Other assets (2 ) (853 ) — (855 ) Accounts payable 6,156 (1,551 ) — 4,605 Accrued liabilities (3,823 ) (19 ) — (3,842 ) Intercompany 1,305 (1,305 ) — — Net cash provided by operating activities 125,036 27,778 — 152,814 Cash Flows from Investing Activities: Proceeds from wood mobile office divestiture, net 83,252 28 — 83,280 Cash paid for businesses acquired, net of cash acquired (17,325 ) (1,200 ) — (18,525 ) Additions to rental fleet, excluding acquisitions (52,366 ) (22,366 ) — (74,732 ) Proceeds from sale of rental fleet 14,777 2,088 — 16,865 Additions to property, plant and equipment, excluding acquisitions (25,231 ) (5,932 ) — (31,163 ) Proceeds from sale of property, plant and equipment 8,985 875 — 9,860 Net cash provided by (used in) investing activities 12,092 (26,507 ) — (14,415 ) Cash Flows from Financing Activities: Net repayments under lines of credit (36,386 ) (1,424 ) — (37,810 ) Deferred financing costs (4,683 ) — (4,683 ) Principal payments on capital lease obligations (4,173 ) (80 ) — (4,253 ) Issuance of common stock 1,703 — — 1,703 Dividend payments (33,700 ) — — (33,700 ) Purchase of treasury stock (61,833 ) — — (61,833 ) Net cash used in financing activities (139,072 ) (1,504 ) — (140,576 ) Effect of exchange rate changes on cash — 51 — 51 Net decrease in cash (1,944 ) (182 ) — (2,126 ) Cash and cash equivalents at beginning of year 2,977 762 — 3,739 Cash and cash equivalents at end of year $ 1,033 $ 580 $ — $ 1,613 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2014 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 30,884 $ 13,502 $ — $ 44,386 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment charge, net 416 141 — 557 Provision for doubtful accounts 2,166 611 — 2,777 Amortization of deferred financing costs 2,769 60 — 2,829 Amortization of long-term liabilities 86 2 — 88 Share-based compensation expense 14,369 702 — 15,071 Depreciation and amortization 32,007 7,327 — 39,334 (Gain) loss on sale of rental fleet (6,436 ) 704 — (5,732 ) Loss on disposal of property, plant and equipment 28 320 — 348 Deferred income taxes 21,398 4,026 — 25,424 Tax shortfall on equity award transactions (15 ) — — (15 ) Foreign currency transaction loss — 1 — 1 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (4,122 ) (3,074 ) — (7,196 ) Inventories 2,258 422 — 2,680 Other assets (1,467 ) 68 — (1,399 ) Investment in subsidiaries 4,823 — (4,823 ) — Accounts payable (926 ) 203 — (723 ) Accrued liabilities 850 1,345 — 2,195 Intercompany 1,711 (1,711 ) — — Net cash provided by operating activities 100,799 24,649 (4,823 ) 120,625 Cash Flows from Investing Activities: Cash paid for businesses acquired, net of cash acquired (430,946 ) — — (430,946 ) Additions to rental fleet, excluding acquisitions (16,525 ) (10,754 ) — (27,279 ) Proceeds from sale of rental fleet 19,214 3,839 — 23,053 Additions to property, plant and equipment, excluding acquisitions (11,793 ) (3,986 ) — (15,779 ) Proceeds from sale of property, plant and equipment 3,688 511 — 4,199 Net cash used in investing activities (436,362 ) (10,390 ) — (446,752 ) Cash Flows from Financing Activities: Net borrowings (repayments) under lines of credit 395,127 (8,923 ) — 386,204 Deferred financing costs (719 ) — — (719 ) Principal payments on capital lease obligations (1,929 ) (27 ) — (1,956 ) Issuance of common stock 3,642 — — 3,642 Dividend payments (31,384 ) — — (31,384 ) Purchase of treasury stock (26,007 ) — — (26,007 ) Repayment of investment — (4,823 ) 4,823 — Net cash provided by (used in) financing activities 338,730 (13,773 ) 4,823 329,780 Effect of exchange rate changes on cash — (1,170 ) — (1,170 ) Net increase (decrease) in cash 3,167 (684 ) — 2,483 Cash and cash equivalents at beginning of year (190 ) 1,446 — 1,256 Cash and cash equivalents at end of year $ 2,977 $ 762 $ — $ 3,739 |