Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2020

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, 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' EQUITY
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

Condensed Consolidating Statements of Income

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 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

Condensed Consolidating Statements of Comprehensive Income (Loss)

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 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

Condensed Consolidating Statements of Cash Flows

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