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, 2020 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,001 $ 9,794 $ — $ 10,795 Receivables, net 85,223 14,036 — 99,259 Inventories 7,868 1,672 — 9,540 Rental fleet, net 818,468 141,709 — 960,177 Property, plant and equipment, net 129,846 23,978 — 153,824 Operating lease assets 70,553 20,968 — 91,521 Other assets 13,419 1,034 — 14,453 Intangibles, net 50,403 226 — 50,629 Goodwill 651,707 58,346 — 710,053 Intercompany receivables 145,874 32,160 (178,034 ) — Total assets $ 1,974,362 $ 303,923 $ (178,034 ) $ 2,100,251 LIABILITIES AND STOCKHOLDERS' Liabilities: Accounts payable $ 35,265 $ 5,034 $ — $ 40,299 Accrued liabilities 55,897 7,508 — 63,405 Operating lease liabilities 73,108 20,329 — 93,437 Lines of credit 557,500 — — 557,500 Obligations under finance leases 75,465 68 — 75,533 Senior notes, net 247,287 — — 247,287 Deferred income taxes 179,796 18,624 — 198,420 Intercompany payables 29,824 211 (30,035 ) — Total liabilities 1,254,142 51,774 (30,035 ) 1,275,881 Commitments and contingencies Stockholders' equity: Common stock 506 — — 506 Additional paid-in capital 641,515 147,999 (147,999 ) 641,515 Retained earnings 256,516 183,628 — 440,144 Accumulated other comprehensive loss — (79,478 ) — (79,478 ) Treasury stock, at cost (178,317 ) — — (178,317 ) Total stockholders' equity 720,220 252,149 (147,999 ) 824,370 Total liabilities and stockholders' equity $ 1,974,362 $ 303,923 $ (178,034 ) $ 2,100,251 MOBILE MINI, INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2019 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 559 $ 7,494 $ — $ 8,053 Receivables, net 90,153 14,237 — 104,390 Inventories 7,210 2,307 — 9,517 Rental fleet, net 814,129 152,094 — 966,223 Property, plant and equipment, net 132,532 24,651 — 157,183 Operating lease assets 69,911 23,205 — 93,116 Other assets 12,531 1,275 — 13,806 Intangibles, net 50,920 265 — 51,185 Goodwill 651,137 62,267 — 713,404 Intercompany receivables 146,008 31,829 (177,837 ) — Total assets $ 1,975,090 $ 319,624 $ (177,837 ) $ 2,116,877 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable $ 25,156 $ 6,398 $ — $ 31,554 Accrued liabilities 68,916 8,153 — 77,069 Operating lease liabilities 72,453 22,479 94,932 Lines of credit 555,400 — — 555,400 Obligations under finance leases 74,319 80 — 74,399 Senior notes, net 247,127 — — 247,127 Deferred income taxes 175,291 19,743 — 195,034 Intercompany payables 29,782 56 (29,838 ) — Total liabilities 1,248,444 56,909 (29,838 ) 1,275,515 Commitments and contingencies Stockholders' equity: Common stock 504 — — 504 Additional paid-in capital 638,083 147,999 (147,999 ) 638,083 Retained earnings 265,476 179,809 — 445,285 Accumulated other comprehensive loss — (65,093 ) — (65,093 ) Treasury stock, at cost (177,417 ) — — (177,417 ) Total stockholders' equity 726,646 262,715 (147,999 ) 841,362 Total liabilities and stockholders' equity $ 1,975,090 $ 319,624 $ (177,837 ) $ 2,116,877 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF INCOME Three months ended March 31, 2020 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Revenues: Rental $ 121,576 $ 19,080 $ — $ 140,656 Sales 6,353 1,963 — 8,316 Other 68 — — 68 Total revenues 127,997 21,043 — 149,040 Costs and expenses: Rental, selling and general expenses 89,234 13,024 — 102,258 Cost of sales 3,600 1,502 — 5,102 Depreciation and amortization 15,650 1,842 — 17,492 Total costs and expenses 108,484 16,368 — 124,852 Income from operations 19,513 4,675 — 24,188 Other income (expense): Interest income 6 6 — 12 Interest expense (9,143 ) (114 ) — (9,257 ) Foreign currency exchange 2 (5 ) — (3 ) Income before income tax provision 10,378 4,562 — 14,940 Income tax provision 5,895 744 — 6,639 Net income $ 4,483 $ 3,818 $ — $ 8,301 MOBILE MINI, INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three months ended March 31, 2020 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Net income $ 4,483 $ 3,818 $ — $ 8,301 Foreign currency translation adjustment — (14,385 ) — (14,385 ) Comprehensive income (loss) $ 4,483 $ (10,567 ) $ — $ (6,084 ) 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 CASH FLOWS Three months ended March 31, 2020 (In thousands) Guarantors Non- Guarantors Eliminations Consolidated Cash flows from operating activities: Net income $ 4,483 $ 3,818 $ — $ 8,301 Adjustments to reconcile net income to net cash provided by operating activities: Provision for doubtful accounts 872 83 — 955 Amortization of deferred financing costs 455 — — 455 Share-based compensation expense 2,614 68 — 2,682 Depreciation and amortization 15,650 1,842 — 17,492 Gain on sale of rental fleet units (1,304 ) (140 ) — (1,444 ) Loss on disposal of property, plant and equipment 26 — — 26 Deferred income taxes 4,272 114 — 4,386 Foreign currency exchange (2 ) 5 — 3 Changes in certain assets and liabilities, net of effect of businesses acquired: Receivables 4,125 (760 ) — 3,365 Inventories (658 ) 504 — (154 ) Other assets 1,197 184 — 1,381 Accounts payable 10,644 (1,154 ) — 9,490 Accrued liabilities (13,634 ) (81 ) — (13,715 ) Intercompany 464 (464 ) — — Net cash provided by operating activities 29,204 4,019 — 33,223 Cash flows from investing activities: Cash paid for business acquired, net of cash acquired (4,808 ) — — (4,808 ) Additions to rental fleet, excluding acquisitions (9,673 ) (378 ) — (10,051 ) Proceeds from sale of rental fleet 2,889 585 — 3,474 Additions to property, plant and equipment, excluding acquisitions (2,367 ) (1,807 ) — (4,174 ) Proceeds from sale of property, plant and equipment 15 — — 15 Net cash used in investing activities (13,944 ) (1,600 ) — (15,544 ) Cash flows from financing activities: Net borrowings under lines of credit 2,100 — — 2,100 Principal payments on finance lease obligations (3,196 ) (8 ) — (3,204 ) Issuance of common stock 753 — — 753 Dividend payments (13,575 ) — — (13,575 ) Purchase of treasury stock (900 ) — — (900 ) Net cash used in financing activities (14,818 ) (8 ) — (14,826 ) Effect of exchange rate changes on cash — (111 ) — (111 ) Net increase in cash 442 2,300 — 2,742 Cash and cash equivalents at beginning of period 559 7,494 — 8,053 Cash and cash equivalents at end of period $ 1,001 $ 9,794 $ — $ 10,795 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 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 ) 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 |