Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

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, 2018

(In thousands)

	Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,197		$	5,566		$	—		$	7,763
Receivables, net		87,360			18,468			—			105,828
Inventories		14,025			2,786			—			16,811
Rental fleet, net		826,422			172,793			—			999,215
Property, plant and equipment, net		133,002			25,276			—			158,278
Other assets		11,655			1,715			—			13,370
Intangibles, net		59,830			612			—			60,442
Goodwill		645,126			65,937			—			711,063
Intercompany receivables		146,517			34,713			(181,230	)		—
Total assets	$	1,926,134		$	327,866		$	(181,230	)	$	2,072,770

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable	$	20,838		$	8,349		$	—		$	29,187
Accrued liabilities		58,005			8,332			—			66,337
Lines of credit		599,319			22,524			—			621,843
Obligations under capital leases		53,557			140			—			53,697
Senior notes, net		246,010			—			—			246,010
Deferred income taxes		157,059			21,302			—			178,361
Intercompany payables		29,470			3,761			(33,231	)		—
Total liabilities		1,164,258			64,408			(33,231	)		1,195,435
Commitments and contingencies
Stockholders' equity:
Common stock		499			—			—			499
Additional paid-in capital		609,120			147,999			(147,999	)		609,120
Retained earnings		299,956			167,167			—			467,123
Accumulated other comprehensive loss		—			(51,708	)		—			(51,708	)
Treasury stock, at cost		(147,699	)		—			—			(147,699	)
Total stockholders' equity		761,876			263,458			(147,999	)		877,335
Total liabilities and stockholders' equity	$	1,926,134		$	327,866		$	(181,230	)	$	2,072,770

MOBILE MINI, INC.

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, net		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 Income

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 INCOME

Three Months Ended March 31, 2017

(In thousands)

	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	95,943		$	18,799		$	—		$	114,742
Sales		5,951			2,027			—			7,978
Other		696			111			—			807
Total revenues		102,590			20,937			—			123,527
Costs and expenses:
Rental, selling and general expenses		65,581			12,778			—			78,359
Cost of sales		3,487			1,625			—			5,112
Restructuring expenses		899			—			—			899
Depreciation and amortization		13,508			1,756			—			15,264
Total costs and expenses		83,475			16,159			—			99,634
Income from operations		19,115			4,778			—			23,893
Other income (expense):
Interest income		2,650			—			(2,650	)		—
Interest expense		(10,926	)		(126	)		2,650			(8,402	)
Foreign currency exchange		—			(9	)		—			(9	)
Income before income tax provision		10,839			4,643			—			15,482
Income tax provision		4,593			737			—			5,330
Net income	$	6,246		$	3,906		$	—		$	10,152

Condensed Consolidating Statements of Comprehensive Income

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 COMPREHENSIVE INCOME

Three Months Ended March 31, 2017

(In thousands)

	Guarantors		Non- Guarantors		Eliminations		Consolidated

Net income	$	6,246	$	3,906	$	—	$	10,152
Foreign currency translation adjustment		—		2,503		—		2,503
Comprehensive income	$	6,246	$	6,409	$	—	$	12,655

Condensed Consolidating Statements of Cash Flows

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) borrowings under lines of credit		(34,966	)		22,523			—			(12,443	)
Principal payments on capital 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

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2017

(In thousands)

	Guarantors			Non- Guarantors			Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	6,246		$	3,906		$	—	$	10,152
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts		1,043			121			—		1,164
Amortization of deferred financing costs		515			—			—		515
Amortization of long-term liabilities		32			—			—		32
Share-based compensation expense		1,245			66			—		1,311
Depreciation and amortization		13,508			1,756			—		15,264
Gain on sale of rental fleet units		(1,349	)		(354	)		—		(1,703	)
Loss on disposal of property, plant and equipment		7			11			—		18
Deferred income taxes		4,592			351			—		4,943
Foreign currency exchange		—			9					9
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		8,769			(385	)		—		8,384
Inventories		(180	)		(840	)		—		(1,020	)
Other assets		(586	)		(529	)		—		(1,115	)
Accounts payable		(415	)		998			—		583
Accrued liabilities		(6,562	)		748			—		(5,814	)
Intercompany		239			(239	)		—		—
Net cash provided by operating activities		27,104			5,619			—		32,723
Cash flows from investing activities:
Additions to rental fleet, excluding acquisitions		(6,514	)		(3,492	)		—		(10,006	)
Proceeds from sale of rental fleet		2,864			1,758			—		4,622
Additions to property, plant and equipment, excluding acquisitions		(3,546	)		(202	)		—		(3,748	)
Proceeds from sale of property, plant and equipment		46			22			—		68
Net cash used in investing activities		(7,150	)		(1,914	)		—		(9,064	)
Cash flows from financing activities:
Net repayments under lines of credit		(2,148	)		(186	)		—		(2,334	)
Deferred financing costs		(13	)		—			—		(13	)
Principal payments on capital lease obligations		(1,732	)		(28	)		—		(1,760	)
Issuance of common stock		1,640			—			—		1,640
Dividend payments		(10,145	)		—			—		(10,145	)
Purchase of treasury stock		(7,639	)		—			—		(7,639	)
Net cash used in financing activities		(20,037	)		(214	)		—		(20,251	)
Effect of exchange rate changes on cash		—			64			—		64
Net (decrease) increase in cash		(83	)		3,555			—		3,472
Cash and cash equivalents at beginning of period		1,260			2,877			—		4,137
Cash and cash equivalents at end of period	$	1,177		$	6,432		$	—	$	7,609