Condensed Consolidating Financial Information | (21) 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 September 30, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 4,897 $ 2,398 $ — $ 7,295 Receivables, net 92,338 14,509 — 106,847 Inventories 7,925 1,910 — 9,835 Rental fleet, net 810,423 142,908 — 953,331 Property, plant and equipment, net 127,187 23,292 — 150,479 Operating lease assets 73,179 22,310 — 95,489 Other assets 11,030 1,779 — 12,809 Intangibles, net 51,063 270 — 51,333 Goodwill 647,456 58,313 — 705,769 Intercompany receivables 145,942 31,982 (177,924 ) — Total assets $ 1,971,440 $ 299,671 $ (177,924 ) $ 2,093,187 LIABILITIES AND STOCKHOLDERS' Liabilities: Accounts payable $ 23,182 $ 6,985 $ — $ 30,167 Accrued liabilities 66,051 8,280 — 74,331 Operating lease liabilities 75,691 21,592 — 97,283 Lines of credit 584,000 — — 584,000 Obligations under finance leases 67,567 81 — 67,648 Senior notes, net 246,967 — — 246,967 Deferred income taxes 167,779 18,337 — 186,116 Intercompany payables 29,703 222 (29,925 ) — Total liabilities 1,260,940 55,497 (29,925 ) 1,286,512 Commitments and contingencies Stockholders' equity: Common stock 503 — — 503 Additional paid-in capital 634,994 147,999 (147,999 ) 634,994 Retained earnings 252,409 175,989 — 428,398 Accumulated other comprehensive loss — (79,814 ) — (79,814 ) Treasury stock, at cost (177,406 ) — — (177,406 ) Total stockholders' equity 710,500 244,174 (147,999 ) 806,675 Total liabilities and stockholders' equity $ 1,971,440 $ 299,671 $ (177,924 ) $ 2,093,187 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 September 30, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 125,807 $ 19,712 $ — $ 145,519 Sales 6,108 1,779 — 7,887 Other 111 — — 111 Total revenues 132,026 21,491 — 153,517 Costs and expenses: Rental, selling and general expenses 78,313 13,086 — 91,399 Cost of sales 3,422 1,416 — 4,838 Depreciation and amortization 15,700 1,790 — 17,490 Total costs and expenses 97,435 16,292 — 113,727 Income from operations 34,591 5,199 — 39,790 Other income (expense): Interest income 12 — — 12 Interest expense (10,278 ) (115 ) — (10,393 ) Dividend income 4,963 — (4,963 ) — Foreign currency exchange (42 ) 29 — (13 ) Income before income tax provision 29,246 5,113 (4,963 ) 29,396 Income tax provision 5,837 984 — 6,821 Net income $ 23,409 $ 4,129 $ (4,963 ) $ 22,575 MOBILE MINI, INC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three months ended September 30, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 23,409 $ 4,129 $ (4,963 ) $ 22,575 Foreign currency translation adjustment — (6,822 ) — (6,822 ) Comprehensive income (loss) $ 23,409 $ (2,693 ) $ (4,963 ) $ 15,753 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three months ended September 30, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 119,697 $ 21,227 $ — $ 140,924 Sales 6,063 2,653 — 8,716 Other 25 42 — 67 Total revenues 125,785 23,922 — 149,707 Costs and expenses: Rental, selling and general expenses 76,522 14,242 — 90,764 Cost of sales 3,681 2,089 — 5,770 Asset impairment charge and loss on divestiture, net 88,822 9,456 — 98,278 Depreciation and amortization 14,241 1,950 — 16,191 Total costs and expenses 183,266 27,737 — 211,003 Loss from operations (57,481 ) (3,815 ) — (61,296 ) Other income (expense): Interest expense (10,287 ) (200 ) — (10,487 ) Foreign currency exchange — 24 — 24 Loss before income tax benefit (67,768 ) (3,991 ) — (71,759 ) Income tax benefit (18,864 ) (730 ) — (19,594 ) Net loss $ (48,904 ) $ (3,261 ) $ — $ (52,165 ) MOBILE MINI, INC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS Three months ended September 30, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net loss $ (48,904 ) $ (3,261 ) $ — $ (52,165 ) Foreign currency translation adjustment — (2,696 ) — (2,696 ) Comprehensive loss $ (48,904 ) $ (5,957 ) $ — $ (54,861 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF INCOME Nine months ended September 30, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 370,257 $ 59,340 $ — $ 429,597 Sales 17,623 5,622 — 23,245 Other 516 1 — 517 Total revenues 388,396 64,963 — 453,359 Costs and expenses: Rental, selling and general expenses 238,213 41,155 — 279,368 Cost of sales 10,109 4,375 — 14,484 Depreciation and amortization 47,456 5,504 — 52,960 Total costs and expenses 295,778 51,034 — 346,812 Income from operations 92,618 13,929 — 106,547 Other income (expense): Interest income 12 — — 12 Dividend income 4,963 — (4,963 ) — Interest expense (31,369 ) (376 ) — (31,745 ) Deferred financing costs write-off (123 ) — — (123 ) Foreign currency exchange (192 ) 13 — (179 ) Income before income tax provision 65,909 13,566 (4,963 ) 74,512 Income tax provision 17,194 2,600 — 19,794 Net income $ 48,715 $ 10,966 $ (4,963 ) $ 54,718 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Nine months ended September 30, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 48,715 $ 10,966 $ (4,963 ) $ 54,718 Foreign currency translation adjustment — (6,953 ) — (6,953 ) Comprehensive income $ 48,715 $ 4,013 $ (4,963 ) $ 47,765 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine months ended September 30, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 342,783 $ 63,366 $ — $ 406,149 Sales 18,864 6,836 — 25,700 Other 342 169 — 511 Total revenues 361,989 70,371 — 432,360 Costs and expenses: Rental, selling and general expenses 225,844 43,189 — 269,033 Cost of sales 11,448 5,477 — 16,925 Restructuring expenses 1,306 — — 1,306 Asset impairment charge and loss on divestiture, net 88,822 9,456 — 98,278 Depreciation and amortization 43,902 6,304 — 50,206 Total costs and expenses 371,322 64,426 — 435,748 (Loss) income from operations (9,333 ) 5,945 — (3,388 ) Other income (expense): Interest income 3 3 — 6 Dividend income 8,983 — (8,983 ) — Interest expense (29,545 ) (634 ) — (30,179 ) Foreign currency exchange 48 21 — 69 (Loss) income before income tax provision (29,844 ) 5,335 (8,983 ) (33,492 ) Income tax (benefit) provision (12,152 ) 970 — (11,182 ) Net (loss) income $ (17,692 ) $ 4,365 $ (8,983 ) $ (22,310 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS Nine months ended September 30, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (17,692 ) $ 4,365 $ (8,983 ) $ (22,310 ) Foreign currency translation adjustment — (7,053 ) — (7,053 ) Comprehensive loss $ (17,692 ) $ (2,688 ) $ (8,983 ) $ (29,363 ) MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine months ended September 30, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash flows from operating activities: Net income $ 48,715 $ 10,966 $ (4,963 ) $ 54,718 Adjustments to reconcile net income to net cash provided by operating activities: Deferred financing costs write-off 123 — — 123 Provision for doubtful accounts 3,881 354 — 4,235 Amortization of deferred financing costs 1,383 — — 1,383 Amortization of long-term liabilities 13 — — 13 Share-based compensation expense 12,616 218 — 12,834 Depreciation and amortization 47,456 5,504 — 52,960 Gain on sale of rental fleet units (4,026 ) (584 ) — (4,610 ) Loss on disposal of property, plant and equipment 18 28 — 46 Deferred income taxes 15,340 515 — 15,855 Foreign currency exchange 192 (13 ) — 179 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 18,519 216 — 18,735 Inventories 1,886 (64 ) — 1,822 Other assets 2,075 (726 ) — 1,349 Accounts payable 771 1,898 — 2,669 Accrued liabilities (10,421 ) 9 — (10,412 ) Intercompany 5,748 (5,748 ) — — Net cash provided by operating activities 144,289 12,573 (4,963 ) 151,899 Cash flows from investing activities: Cash paid for business acquired, net of cash acquired (4,878 ) — — (4,878 ) Additions to rental fleet, excluding acquisitions (57,430 ) (3,817 ) — (61,247 ) Proceeds from sale of rental fleet 8,654 2,128 — 10,782 Additions to property, plant and equipment, excluding acquisitions (6,586 ) (3,331 ) — (9,917 ) Proceeds from sale of property, plant and equipment 401 47 — 448 Net cash used in investing activities (59,839 ) (4,973 ) — (64,812 ) Cash flows from financing activities: Net repayments under lines of credit (5,309 ) (4,185 ) — (9,494 ) Deferred financing costs (3,491 ) — — (3,491 ) Principal payments on finance lease obligations (8,141 ) (26 ) — (8,167 ) Issuance of common stock 2,314 — — 2,314 Dividend payments (36,864 ) — — (36,864 ) Purchase of treasury stock (29,545 ) — — (29,545 ) Intercompany — (4,963 ) 4,963 — Net cash used in financing activities (81,036 ) (9,174 ) 4,963 (85,247 ) Effect of exchange rate changes on cash — (150 ) — (150 ) Net increase (decrease) in cash 3,414 (1,724 ) — 1,690 Cash and cash equivalents at beginning of period 1,483 4,122 — 5,605 Cash and cash equivalents at end of period $ 4,897 $ 2,398 $ — $ 7,295 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine months ended September 30, 2018 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash flows from operating activities: Net (loss) income $ (17,692 ) $ 4,365 $ (8,983 ) $ (22,310 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Asset impairment charge and loss on divestiture, net 88,822 9,456 — 98,278 Provision for doubtful accounts 1,884 96 — 1,980 Amortization of deferred financing costs 1,545 — — 1,545 Amortization of long-term liabilities 109 — — 109 Share-based compensation expense 7,704 162 — 7,866 Depreciation and amortization 43,902 6,304 — 50,206 Gain on sale of rental fleet units (3,949 ) (574 ) — (4,523 ) Loss on disposal of property, plant and equipment 525 23 — 548 Deferred income taxes (12,152 ) (739 ) — (12,891 ) Foreign currency exchange (48 ) (21 ) — (69 ) Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables (10,533 ) 1,504 — (9,029 ) Inventories (605 ) (317 ) — (922 ) Other assets 2,233 (358 ) — 1,875 Accounts payable 2,482 735 — 3,217 Accrued liabilities (1,898 ) 2,238 — 340 Intercompany 26,039 (26,039 ) — — Net cash provided by (used in) operating activities 128,368 (3,165 ) (8,983 ) 116,220 Cash flows from investing activities: Proceeds from sale of assets held for sale 3,416 92 3,508 Additions to rental fleet, excluding acquisitions (59,506 ) (6,114 ) — (65,620 ) Proceeds from sale of rental fleet 8,885 2,562 — 11,447 Additions to property, plant and equipment, excluding acquisitions (8,923 ) (5,712 ) — (14,635 ) Proceeds from sale of property, plant and equipment 585 18 — 603 Net cash used in investing activities (55,543 ) (9,154 ) — (64,697 ) Cash flows from financing activities: Net (repayments) borrowings under lines of credit (34,814 ) 10,752 — (24,062 ) Principal payments on finance lease obligations (6,656 ) (27 ) — (6,683 ) Issuance of common stock 3,617 — — 3,617 Dividend payments (33,312 ) — — (33,312 ) Purchase of treasury stock (668 ) — — (668 ) Intercompany — (8,983 ) 8,983 — Net cash (used in) provided by financing activities (71,833 ) 1,742 8,983 (61,108 ) Effect of exchange rate changes on cash — 1,069 — 1,069 Net increase (decrease) in cash 992 (9,508 ) — (8,516 ) Cash and cash equivalents at beginning of period 803 12,648 — 13,451 Cash and cash equivalents at end of period $ 1,795 $ 3,140 $ — $ 4,935 |