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, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 410 $ 3,886 $ — $ 4,296 Receivables, net 97,820 15,381 — 113,201 Inventories 9,469 2,233 — 11,702 Rental fleet, net 793,204 150,733 — 943,937 Property, plant and equipment, net 126,835 23,814 — 150,649 Operating lease assets 70,630 19,454 — 90,084 Other assets 14,968 977 — 15,945 Intangibles, net 53,631 336 — 53,967 Goodwill 645,126 61,513 — 706,639 Intercompany receivables 151,131 32,344 (183,475 ) — Total assets $ 1,963,224 $ 310,671 $ (183,475 ) $ 2,090,420 LIABILITIES AND STOCKHOLDERS' Liabilities: Accounts payable $ 23,884 $ 4,862 $ — $ 28,746 Accrued liabilities 57,407 8,838 — 66,245 Operating lease liabilities 73,208 18,655 — 91,863 Lines of credit 593,700 — — 593,700 Obligations under finance leases 62,278 102 — 62,380 Senior notes, net 246,648 — — 246,648 Deferred income taxes 156,742 18,939 — 175,681 Intercompany payables 29,692 5,784 (35,476 ) — Total liabilities 1,243,559 57,180 (35,476 ) 1,265,263 Commitments and contingencies Stockholders' equity: Common stock 503 — — 503 Additional paid-in capital 624,941 147,999 (147,999 ) 624,941 Retained earnings 243,139 173,248 — 416,387 Accumulated other comprehensive loss — (67,756 ) — (67,756 ) Treasury stock, at cost (148,918 ) — — (148,918 ) Total stockholders' equity 719,665 253,491 (147,999 ) 825,157 Total liabilities and stockholders' equity $ 1,963,224 $ 310,671 $ (183,475 ) $ 2,090,420 MOBILE MINI, INC. 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 finance leases 63,253 106 — 63,359 Senior notes, net 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 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF INCOME Three Months Ended March 31, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 122,269 $ 19,903 $ — $ 142,172 Sales 5,457 1,766 — 7,223 Other 266 — — 266 Total revenues 127,992 21,669 — 149,661 Costs and expenses: Rental, selling and general expenses 77,962 14,272 — 92,234 Cost of sales 3,188 1,414 — 4,602 Depreciation and amortization 15,518 1,817 — 17,335 Total costs and expenses 96,668 17,503 — 114,171 Income from operations 31,324 4,166 — 35,490 Other income (expense): Interest expense (10,626 ) (134 ) — (10,760 ) Deferred financing costs write-off (123 ) — — (123 ) Foreign currency exchange — 1 — 1 Income before income tax provision 20,575 4,033 — 24,608 Income tax provision 5,751 772 — 6,523 Net income $ 14,824 $ 3,261 $ — $ 18,085 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended March 31, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 14,824 $ 3,261 $ — $ 18,085 Foreign currency translation adjustment — 5,105 — 5,105 Comprehensive income $ 14,824 $ 8,366 $ — $ 23,190 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF INCOME Three Months Ended March 31, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 111,390 $ 20,948 $ — $ 132,338 Sales 6,104 1,999 — 8,103 Other 169 44 — 213 Total revenues 117,663 22,991 — 140,654 Costs and expenses: Rental, selling and general expenses 74,556 14,442 — 88,998 Cost of sales 3,750 1,641 — 5,391 Restructuring expenses 111 — — 111 Depreciation and amortization 14,690 2,133 — 16,823 Total costs and expenses 93,107 18,216 — 111,323 Income from operations 24,556 4,775 — 29,331 Other income (expense): Interest income 2,653 3 (2,650 ) 6 Dividend Income 8,983 — (8,983 ) — Interest expense (12,040 ) (209 ) 2,650 (9,599 ) Foreign currency exchange 79 (13 ) — 66 Income before income tax provision 24,231 4,556 (8,983 ) 19,804 Income tax provision 4,131 818 — 4,949 Net income $ 20,100 $ 3,738 $ (8,983 ) $ 14,855 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended March 31, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 20,100 $ 3,738 $ (8,983 ) $ 14,855 Foreign currency translation adjustment — 8,626 — 8,626 Comprehensive income $ 20,100 $ 12,364 $ (8,983 ) $ 23,481 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash flows from operating activities: Net income $ 14,824 $ 3,261 $ — $ 18,085 Adjustments to reconcile net income to net cash provided by operating activities: Deferred financing costs write-off 123 — — 123 Provision for doubtful accounts 1,105 107 — 1,212 Amortization of deferred financing costs 505 — — 505 Amortization of long-term liabilities 13 — — 13 Share-based compensation expense 3,208 196 — 3,404 Depreciation and amortization 15,518 1,817 — 17,335 Gain on sale of rental fleet units (1,273 ) (152 ) — (1,425 ) Loss (gain) on disposal of property, plant and equipment 21 (3 ) — 18 Deferred income taxes 4,931 127 — 5,058 Foreign currency exchange — (1 ) — (1 ) Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 15,776 404 — 16,180 Inventories 342 (266 ) — 76 Other assets (1,580 ) 186 — (1,394 ) Accounts payable (1,282 ) (459 ) — (1,741 ) Accrued liabilities (18,735 ) 70 — (18,665 ) Intercompany (92 ) 92 — — Net cash provided by operating activities 33,404 5,379 — 38,783 Cash flows from investing activities: Additions to rental fleet, excluding acquisitions (22,098 ) (918 ) — (23,016 ) Proceeds from sale of rental fleet 2,698 640 — 3,338 Additions to property, plant and equipment, excluding acquisitions (1,863 ) (1,056 ) — (2,919 ) Proceeds from sale of property, plant and equipment 28 21 — 49 Net cash used in investing activities (21,235 ) (1,313 ) — (22,548 ) Cash flows from financing activities: Net borrowings (repayments) under lines of credit 4,388 (4,185 ) — 203 Deferred financing costs (3,254 ) — — (3,254 ) Principal payments on finance lease obligations (2,583 ) (3 ) — (2,586 ) Issuance of common stock 1,690 — — 1,690 Dividend payments (12,426 ) — — (12,426 ) Purchase of treasury stock (1,057 ) — — (1,057 ) Intercompany — — — — Net cash used in financing activities (13,242 ) (4,188 ) — (17,430 ) Effect of exchange rate changes on cash — (114 ) — (114 ) Net decrease in cash (1,073 ) (236 ) — (1,309 ) Cash and cash equivalents at beginning of period 1,483 4,122 — 5,605 Cash and cash equivalents at end of period $ 410 $ 3,886 $ — $ 4,296 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash flows from operating activities: Net income $ 20,100 $ 3,738 $ (8,983 ) $ 14,855 Adjustments to reconcile net income to net cash provided by operating activities: Provision for doubtful accounts 959 2 — 961 Amortization of deferred financing costs 515 — — 515 Amortization of long-term liabilities 36 — — 36 Share-based compensation expense 2,188 41 — 2,229 Depreciation and amortization 14,690 2,133 — 16,823 Gain on sale of rental fleet units (1,332 ) (201 ) — (1,533 ) Loss on disposal of property, plant and equipment 296 38 — 334 Deferred income taxes 4,132 265 — 4,397 Foreign currency exchange (79 ) 13 — (66 ) Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 3,305 2,181 — 5,486 Inventories (555 ) (512 ) — (1,067 ) Other assets 2,183 364 — 2,547 Accounts payable 742 1,936 — 2,678 Accrued liabilities (14,649 ) 1,385 — (13,264 ) Intercompany 27,423 (27,423 ) — — Net cash provided by (used in) operating activities 59,954 (16,040 ) (8,983 ) 34,931 Cash flows from investing activities: Additions to rental fleet, excluding acquisitions (11,701 ) (3,688 ) — (15,389 ) Proceeds from sale of rental fleet 2,997 847 — 3,844 Additions to property, plant and equipment, excluding acquisitions (3,019 ) (1,733 ) — (4,752 ) Proceeds from sale of property, plant and equipment 179 — — 179 Net cash used in investing activities (11,544 ) (4,574 ) — (16,118 ) Cash flows from financing activities: Net repayments under lines of credit (34,966 ) 22,523 — (12,443 ) Principal payments on finance lease obligations (1,988 ) (2 ) — (1,990 ) Issuance of common stock 1,525 — — 1,525 Dividend payments (11,054 ) — — (11,054 ) Purchase of treasury stock (533 ) — — (533 ) Intercompany — (8,983 ) 8,983 - Net cash (used in) provided by financing activities (47,016 ) 13,538 8,983 (24,495 ) Effect of exchange rate changes on cash — (6 ) — (6 ) Net increase (decrease) in cash 1,394 (7,082 ) — (5,688 ) Cash and cash equivalents at beginning of period 803 12,648 — 13,451 Cash and cash equivalents at end of period $ 2,197 $ 5,566 $ — $ 7,763 |