Condensed Consolidating Financial Information for Guarantors | (17) 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, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,483 $ 4,122 $ — $ 5,605 Receivables, net 114,702 15,531 — 130,233 Inventories 9,811 1,914 — 11,725 Rental fleet, net 781,588 147,502 — 929,090 Property, plant and equipment, net 130,351 23,903 — 154,254 Other assets 11,341 2,057 — 13,398 Intangibles, net 55,189 353 — 55,542 Goodwill 645,126 60,091 — 705,217 Intercompany receivables 148,811 34,449 (183,260 ) — Total assets $ 1,898,402 $ 289,922 $ (183,260 ) $ 2,005,064 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable $ 27,271 $ 5,906 $ — $ 33,177 Accrued liabilities 79,537 8,599 — 88,136 Lines of credit 589,310 4,185 — 593,495 Obligations under capital leases 63,253 106 — 63,359 Senior Notes 246,489 — — 246,489 Deferred income taxes 151,758 18,381 — 170,139 Intercompany payables 29,586 5,675 (35,261 ) — Total liabilities 1,187,204 42,852 (35,261 ) 1,194,795 Commitments and contingencies Stockholders' equity: Common stock 500 — — 500 Additional paid-in capital 619,850 147,999 (147,999 ) 619,850 Retained earnings 238,709 171,932 — 410,641 Accumulated other comprehensive loss — (72,861 ) — (72,861 ) Treasury stock, at cost (147,861 ) — — (147,861 ) Total stockholders' equity 711,198 247,070 (147,999 ) 810,269 Total liabilities and stockholders' equity $ 1,898,402 $ 289,922 $ (183,260 ) $ 2,005,064 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2017 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 803 $ 12,648 $ — $ 13,451 Receivables, net 91,624 19,938 — 111,562 Inventories 13,471 2,200 — 15,671 Rental fleet, net 823,997 165,157 — 989,154 Property, plant and equipment, net 133,919 23,385 — 157,304 Other assets 13,324 2,010 — 15,334 Intangibles, net 61,360 664 — 62,024 Goodwill 645,126 63,781 — 708,907 Intercompany receivables 145,855 4,806 (150,661 ) — Total assets $ 1,929,479 $ 294,589 $ (150,661 ) $ 2,073,407 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable $ 21,004 $ 5,951 $ — $ 26,955 Accrued liabilities 71,298 6,786 — 78,084 Lines of credit 634,285 — — 634,285 Obligations under capital leases 52,648 143 — 52,791 Senior Notes 245,850 — — 245,850 Deferred income taxes 153,345 20,409 — 173,754 Intercompany payables 1,437 1,225 (2,662 ) — Total liabilities 1,179,867 34,514 (2,662 ) 1,211,719 Commitments and contingencies Stockholders' equity: Common stock 497 — — 497 Additional paid-in capital 605,369 147,999 (147,999 ) 605,369 Retained earnings 290,912 172,410 — 463,322 Accumulated other comprehensive loss — (60,334 ) — (60,334 ) Treasury stock, at cost (147,166 ) — — (147,166 ) Total stockholders' equity 749,612 260,075 (147,999 ) 861,688 Total liabilities and stockholders' equity $ 1,929,479 $ 294,589 $ (150,661 ) $ 2,073,407 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Year Ended December 31, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 474,347 $ 83,850 $ — $ 558,197 Sales 24,988 9,366 — 34,354 Other 445 233 — 678 Total revenues 499,780 93,449 — 593,229 Costs and expenses: Rental, selling and general expenses 307,374 56,749 — 364,123 Cost of sales 15,028 7,409 — 22,437 Restructuring expenses 2,006 — — 2,006 Asset impairment charge and loss on divestiture, net 92,441 9,699 — 102,140 Depreciation and amortization 58,769 8,231 — 67,000 Total costs and expenses 475,618 82,088 — 557,706 Income from operations 24,162 11,361 — 35,523 Other income (expense): Interest income 3 3 — 6 Dividend income 8,983 — (8,983 ) — Interest expense (40,101 ) (803 ) — (40,904 ) Foreign currency exchange 47 17 — 64 (Loss) income before income tax provision (6,906 ) 10,578 (8,983 ) (5,311 ) Income tax provision 677 2,074 2,751 Net (loss) income $ (7,583 ) $ 8,504 $ (8,983 ) $ (8,062 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS For the Year Ended December 31, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (7,583 ) $ 8,504 $ (8,983 ) $ (8,062 ) Other comprehensive loss: Foreign currency translation adjustment, net of income tax provision of $88 — (12,527 ) — (12,527 ) Other comprehensive loss — (12,527 ) — (12,527 ) Comprehensive loss $ (7,583 ) $ (4,023 ) $ (8,983 ) $ (20,589 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Year Ended December 31, 2017 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 418,590 $ 80,235 $ — $ 498,825 Sales 24,265 8,175 — 32,440 Other 1,829 455 — 2,284 Total revenues 444,684 88,865 — 533,549 Costs and expenses: Rental, selling and general expenses 283,490 52,948 — 336,438 Cost of sales 14,464 6,537 — 21,001 Restructuring expenses 2,886 — — 2,886 Depreciation and amortization 55,976 7,396 — 63,372 Total costs and expenses 356,816 66,881 — 423,697 Income from operations 87,868 21,984 — 109,852 Other income (expense): Interest income 10,616 9 (10,600 ) 25 Interest expense (45,819 ) (509 ) 10,600 (35,728 ) Foreign currency exchange — (25 ) — (25 ) Income before income tax (benefit) provision 52,665 21,459 — 74,124 Income tax (benefit) provision (51,256 ) 3,152 (48,104 ) Net income $ 103,921 $ 18,307 $ — $ 122,228 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Year Ended December 31, 2017 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 103,921 $ 18,307 $ — $ 122,228 Other comprehensive income: Foreign currency translation adjustment, net of income tax provision of $30 — 20,713 — 20,713 Other comprehensive income — 20,713 — 20,713 Comprehensive income $ 103,921 $ 39,020 $ — $ 142,941 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 from continuing operations 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 benefit 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 CASH FLOWS For the Year Ended December 31, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (7,583 ) $ 8,504 $ (8,983 ) $ (8,062 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Asset impairment charge and loss on divestiture, net 92,441 9,699 102,140 Provision for doubtful accounts 2,193 219 — 2,412 Amortization of deferred financing costs 2,060 — — 2,060 Amortization of long-term liabilities 145 — — 145 Share-based compensation expense 10,642 225 — 10,867 Depreciation and amortization 58,769 8,231 — 67,000 Gain on sale of rental fleet (5,307 ) (748 ) — (6,055 ) Loss on disposal of property, plant and equipment 569 31 — 600 Deferred income taxes (1,782 ) (741 ) — (2,523 ) Foreign currency transaction loss (47 ) (17 ) — (64 ) Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (25,271 ) 3,260 — (22,011 ) Inventories (128 ) (278 ) — (406 ) Other assets 1,030 (204 ) — 826 Accounts payable 3,332 (423 ) — 2,909 Accrued liabilities 7,885 2,375 — 10,260 Intercompany 25,345 (25,345 ) — — Net cash provided by operating activities 164,293 4,788 (8,983 ) 160,098 Cash Flows from Investing Activities: Proceeds from sale of assets held for sale 9,468 685 — 10,153 Additions to rental fleet, excluding acquisitions (78,694 ) (7,267 ) — (85,961 ) Proceeds from sale of rental fleet 11,835 3,158 — 14,993 Additions to property, plant and equipment, excluding acquisitions (10,541 ) (6,390 ) — (16,931 ) Proceeds from sale of property, plant and equipment 611 72 — 683 Net cash used in investing activities (67,321 ) (9,742 ) — (77,063 ) Cash Flows from Financing Activities: Net (repayments) borrowings under lines of credit (44,975 ) 4,185 — (40,790 ) Principal payments on capital lease obligations (9,709 ) (37 ) — (9,746 ) Issuance of common stock 3,617 — — 3,617 Dividend payments (44,530 ) — — (44,530 ) Purchase of treasury stock (695 ) — — (695 ) Intercompany — (8,983 ) 8,983 — Net cash used in financing activities (96,292 ) (4,835 ) 8,983 (92,144 ) Effect of exchange rate changes on cash — 1,263 — 1,263 Net increase (decrease) in cash 680 (8,526 ) — (7,846 ) Cash and cash equivalents at beginning of year 803 12,648 — 13,451 Cash and cash equivalents at end of year $ 1,483 $ 4,122 $ — $ 5,605 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2017 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 103,921 $ 18,307 $ — $ 122,228 Adjustments to reconcile net income to net cash provided by operating activities: Provision for doubtful accounts 4,446 591 — 5,037 Amortization of deferred financing costs 2,060 — — 2,060 Amortization of long-term liabilities 130 — — 130 Share-based compensation expense 7,083 290 — 7,373 Depreciation and amortization 55,976 7,396 — 63,372 Gain on sale of rental fleet (5,319 ) (338 ) — (5,657 ) Loss on disposal of property, plant and equipment 140 377 — 517 Deferred income taxes (52,248 ) 2,268 — (49,980 ) Foreign currency transaction loss — 25 — 25 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (15,595 ) (82 ) — (15,677 ) Inventories 1,056 (1,146 ) — (90 ) Other assets (578 ) (57 ) — (635 ) Accounts payable (2,939 ) (2,046 ) — (4,985 ) Accrued liabilities 12,917 (989 ) — 11,928 Intercompany 503 (503 ) — — Net cash provided by operating activities 111,553 24,093 — 135,646 Cash Flows from Investing Activities: Additions to rental fleet, excluding acquisitions (52,115 ) (11,573 ) — (63,688 ) Proceeds from sale of rental fleet 11,432 1,521 — 12,953 Additions to property, plant and equipment, excluding acquisitions (14,672 ) (5,450 ) — (20,122 ) Proceeds from sale of property, plant and equipment 149 702 — 851 Net cash used in investing activities (55,206 ) (14,800 ) — (70,006 ) Cash Flows from Financing Activities: Net repayments under lines of credit (6,690 ) (185 ) — (6,875 ) Deferred financing costs (12 ) — — (12 ) Principal payments on capital lease obligations (7,364 ) (54 ) — (7,418 ) Issuance of common stock 5,800 — — 5,800 Dividend payments (40,171 ) — — (40,171 ) Purchase of treasury stock (8,367 ) — — (8,367 ) Net cash used in financing activities (56,804 ) (239 ) — (57,043 ) Effect of exchange rate changes on cash — 717 — 717 Net (decrease) increase in cash (457 ) 9,771 — 9,314 Cash and cash equivalents at beginning of year 1,260 2,877 — 4,137 Cash and cash equivalents at end of year $ 803 $ 12,648 $ — $ 13,451 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 |