Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2018

(In thousands)

	Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,795		$	3,140		$	—		$	4,935
Receivables, net		100,273			17,828			—			118,101
Inventories		11,449			1,995			—			13,444
Rental fleet, net		773,823			152,133			—			925,956
Property, plant and equipment, net		131,802			23,819			—			155,621
Other assets		14,906			2,680			—			17,586
Intangibles, net		56,734			430			—			57,164
Goodwill		645,126			61,642			—			706,768
Intercompany receivables		148,005			34,508			(182,513	)		—
Total assets	$	1,883,913		$	298,175		$	(182,513	)	$	1,999,575

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable	$	26,150		$	6,460		$	—		$	32,610
Accrued liabilities		71,431			8,683			—			80,114
Lines of credit		599,470			10,753			—			610,223
Obligations under capital leases		61,738			115			—			61,853
Senior notes, net		246,329			—			—			246,329
Deferred income taxes		139,931			18,827			—			158,758
Intercompany payables		29,583			4,931			(34,514	)		—
Total liabilities		1,174,632			49,769			(34,514	)		1,189,887
Commitments and contingencies
Stockholders' equity:
Common stock		500			—			—			500
Additional paid-in capital		616,850			147,999			(147,999	)		616,850
Retained earnings		239,765			167,794			—			407,559
Accumulated other comprehensive loss		—			(67,387	)		—			(67,387	)
Treasury stock, at cost		(147,834	)		—			—			(147,834	)
Total stockholders' equity		709,281			248,406			(147,999	)		809,688
Total liabilities and stockholders' equity	$	1,883,913		$	298,175		$	(182,513	)	$	1,999,575

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 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
Restructuring expenses		—			—			—		—
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 provision		(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 INCOME

Three Months Ended September 30, 2017

(In thousands)

	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	106,593		$	21,102		$	—		$	127,695
Sales		6,176			2,262			—			8,438
Other		371			132			—			503
Total revenues		113,140			23,496			—			136,636
Costs and expenses:
Rental, selling and general expenses		74,194			13,551			—			87,745
Cost of sales		3,686			1,833			—			5,519
Restructuring expenses		625			—			—			625
Depreciation and amortization		14,065			1,870			—			15,935
Total costs and expenses		92,570			17,254			—			109,824
Income from operations		20,570			6,242			—			26,812
Other income (expense):
Interest income		2,652			2			(2,650	)		4
Interest expense		(11,727	)		(126	)		2,650			(9,203	)
Foreign currency exchange		—			(2	)		—			(2	)
Income before income tax provision		11,495			6,116			—			17,611
Income tax provision		5,402			981			—			6,383
Net income	$	6,093		$	5,135		$	—		$	11,228

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 INCOME

Nine Months Ended September 30, 2017

(In thousands)

	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	300,751		$	59,537		$	—		$	360,288
Sales		18,339			6,478			—			24,817
Other		1,432			316			—			1,748
Total revenues		320,522			66,331			—			386,853
Costs and expenses:
Rental, selling and general expenses		209,574			39,380			—			248,954
Cost of sales		10,873			5,166			—			16,039
Restructuring expenses		2,062			—			—			2,062
Depreciation and amortization		41,503			5,438			—			46,941
Total costs and expenses		264,012			49,984			—			313,996
Income from operations		56,510			16,347			—			72,857
Other income (expense):
Interest income		7,966			4			(7,950	)		20
Interest expense		(33,981	)		(381	)		7,950			(26,412	)
Foreign currency exchange		—			(29	)		—			(29	)
Income before income tax provision		30,495			15,941			—			46,436
Income tax provision		13,650			2,629			—			16,279
Net income	$	16,845		$	13,312		$	—		$	30,157

Condensed Consolidating Statements of Comprehensive Income

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

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 COMPREHENSIVE INCOME

Three Months Ended September 30, 2017

(In thousands)

	Guarantors		Non- Guarantors		Eliminations		Consolidated
Net income	$	6,093	$	5,135	$	—	$	11,228
Foreign currency translation adjustment		—		7,566		—		7,566
Comprehensive income	$	6,093	$	12,701	$	—	$	18,794

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 COMPREHENSIVE INCOME

Nine Months Ended September 30, 2017

(In thousands)

	Guarantors		Non- Guarantors		Eliminations		Consolidated
Net income	$	16,845	$	13,312	$	—	$	30,157
Foreign currency translation adjustment		—		19,165		—		19,165
Comprehensive income	$	16,845	$	32,477	$	—	$	49,322

Condensed Consolidating Statements of Cash Flows

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 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 capital 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

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2017

(In thousands)

	Guarantors			Non- Guarantors			Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	16,845		$	13,312		$	—	$	30,157
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts		2,839			337			—		3,176
Amortization of deferred financing costs		1,545			—			—		1,545
Amortization of long-term liabilities		98			—			—		98
Share-based compensation expense		5,671			219			—		5,890
Depreciation and amortization		41,503			5,438			—		46,941
Gain on sale of rental fleet units		(4,014	)		(259	)		—		(4,273	)
Loss on disposal of property, plant and equipment		105			367			—		472
Deferred income taxes		13,649			1,518			—		15,167
Foreign currency exchange		—			29			—		29
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		(2,153	)		(1,030	)		—		(3,183	)
Inventories		(232	)		(1,211	)		—		(1,443	)
Other assets		728			(1,225	)		—		(497	)
Accounts payable		(2,961	)		(239	)		—		(3,200	)
Accrued liabilities		3,772			1,181			—		4,953
Intercompany		274			(274	)		—		—
Net cash provided by operating activities		77,669			18,163			—		95,832
Cash flows from investing activities:
Additions to rental fleet, excluding acquisitions		(36,757	)		(9,188	)		—		(45,945	)
Proceeds from sale of rental fleet		8,599			1,003			—		9,602
Additions to property, plant and equipment, excluding acquisitions		(10,010	)		(2,806	)		—		(12,816	)
Proceeds from sale of property, plant and equipment		78			702			—		780
Net cash used in investing activities		(38,090	)		(10,289	)		—		(48,379	)
Cash flows from financing activities:
Net repayments under lines of credit		(96	)		(185	)		—		(281	)
Deferred financing costs		(12	)		—			—		(12	)
Principal payments on capital lease obligations		(5,481	)		(45	)		—		(5,526	)
Issuance of common stock		4,685			—			—		4,685
Dividend payments		(30,120	)		—			—		(30,120	)
Purchase of treasury stock		(8,359	)		—			—		(8,359	)
Net cash used in financing activities		(39,383	)		(230	)		—		(39,613	)
Effect of exchange rate changes on cash		—			632			—		632
Net increase in cash		196			8,276			—		8,472
Cash and cash equivalents at beginning of period		1,260			2,877			—		4,137
Cash and cash equivalents at end of period	$	1,456		$	11,153		$	—	$	12,609