MOBILE MINI INC - 10-Q filing on 2015-04-30

Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2015

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, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,980		$	1,068		$	—		$	3,048
Receivables, net		60,310			18,694			—			79,004
Inventories		15,447			1,071			—			16,518
Rental fleet, net		868,049			151,614			—			1,019,663
Property, plant and equipment, net		100,180			16,555			—			116,735
Deposits and prepaid expenses		6,442			1,059			—			7,501
Deferred financing costs, net and other assets		8,173			—			—			8,173
Intangibles, net		76,259			706			—			76,965
Goodwill		636,863			66,474			—			703,337
Intercompany receivables		144,313			33,670			(177,983	)		—

Total assets	$	1,918,016		$	290,911		$	(177,983	)	$	2,030,944

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	20,531		$	9,934		$	—		$	30,465
Accrued liabilities		57,658			6,932			—			64,590
Lines of credit		697,533			3,848			—			701,381
Obligations under capital leases		26,133			137			—			26,270
Senior Notes		200,000			—			—			200,000
Deferred income taxes		195,840			17,525			—			213,365
Intercompany payables		—			92			(92	)		—

Total liabilities		1,197,695			38,468			(92	)		1,236,071

Commitments and contingencies
Stockholders’ equity:
Common stock		491			18,388			(18,388	)		491
Additional paid-in capital		572,364			160,347			(160,347	)		572,364
Retained earnings		228,426			115,355			844			344,625
Accumulated other comprehensive loss		—			(41,647	)		—			(41,647	)
Treasury stock, at cost		(80,960	)		—			—			(80,960	)

Total stockholders’ equity		720,321			252,443			(177,891	)		794,873

Total liabilities and stockholders’ equity	$	1,918,016		$	290,911		$	(177,983	)	$	2,030,944

MOBILE MINI, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,977		$	762		$	—		$	3,739
Receivables, net		62,033			18,998			—			81,031
Inventories		15,371			1,365			—			16,736
Rental fleet, net		934,433			152,623			—			1,087,056
Property, plant and equipment, net		95,509			17,666			—			113,175
Deposits and prepaid expenses		7,375			1,211			—			8,586
Deferred financing costs, net and other assets		8,858			—			—			8,858
Intangibles, net		77,629			756			—			78,385
Goodwill		635,943			69,665			—			705,608
Intercompany receivables		145,018			33,971			(178,989	)		—

Total assets	$	1,985,146		$	297,017		$	(178,989	)	$	2,103,174

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	14,803		$	8,130		$	—		$	22,933
Accrued liabilities		56,104			7,623			—			63,727
Lines of credit		702,135			3,383			—			705,518
Obligations under capital leases		24,760			158			—			24,918
Senior Notes		200,000			—			—			200,000
Deferred income taxes		215,184			17,367			(1,004	)		231,547
Intercompany payables		—			94			(94	)		—

Total liabilities		1,212,986			36,755			(1,098	)		1,248,643

Commitments and contingencies
Stockholders’ equity:
Common stock		490			18,388			(18,388	)		490
Additional paid-in capital		569,083			160,347			(160,347	)		569,083
Retained earnings		268,263			111,397			844			380,504
Accumulated other comprehensive loss		—			(29,870	)		—			(29,870	)
Treasury stock, at cost		(65,676	)		—			—			(65,676	)

Total stockholders’ equity		772,160			260,262			(177,891	)		854,531

Total liabilities and stockholders’ equity	$	1,985,146		$	297,017		$	(178,989	)	$	2,103,174

Condensed Consolidating Statements of Operations

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	100,018		$	21,010		$	—		$	121,028
Sales		5,669			1,055			—			6,724
Other		4,787			90			—			4,877

Total revenues		110,474			22,155			—			132,629

Costs and expenses:
Rental, selling and general expenses		69,610			14,372			—			83,982
Cost of sales		3,401			796			—			4,197
Restructuring expenses		483			—			—			483
Asset impairment charge		64,726			—			—			64,726
Depreciation and amortization		13,848			1,691			—			15,539

Total costs and expenses		152,068			16,859			—			168,927

(Loss) income from operations		(41,594	)		5,296			—			(36,298	)
Other income (expense):
Interest income		2,662			—			(2,662	)		—
Interest expense		(11,343	)		(378	)		2,662			(9,059	)

(Loss) income before income tax provision		(50,275	)		4,918			—			(45,357	)
Income tax (benefit) provision		(18,991	)		960			—			(18,031	)

Net (loss) income	$	(31,284	)	$	3,958		$	—		$	(27,326	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	74,268		$	19,812		$	—		$	94,080
Sales		6,527			1,339			—			7,866
Other		351			107			—			458

Total revenues		81,146			21,258			—			102,404

Costs and expenses:
Cost of sales		4,552			1,001			—			5,553
Rental, selling and general expenses		53,708			14,648			—			68,356
Restructuring expenses		397			188			—			585
Asset impairment charge, net		136			147			—			283
Depreciation and amortization		7,277			1,868			—			9,145

Total costs and expenses		66,070			17,852			—			83,922

Income from operations		15,076			3,406			—			18,482
Other income (expense):
Interest income		30			—			(30	)		—
Interest expense		(6,599	)		(418	)		30			(6,987	)
Foreign currency exchange		—			(1	)		—			(1	)

Income before income tax provision		8,507			2,987			—			11,494
Income tax provision		3,299			755			—			4,054

Net income	$	5,208		$	2,232		$	—		$	7,440

Condensed Consolidating Statements of Comprehensive (Loss) Income

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Three Months Ended March 31, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations		Consolidated
Net (loss) income	$	(31,284	)	$	3,958		$	—	$	(27,326	)
Foreign currency translation adjustment		—			(11,777	)		—		(11,777	)

Comprehensive loss	$	(31,284	)	$	(7,819	)	$	—	$	(39,103	)

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31, 2014

(In thousands)


	Guarantors		Non- Guarantors		Eliminations		Consolidated
Net income	$	5,208	$	2,232	$	—	$	7,440
Foreign currency translation adjustment		—		1,180		—		1,180

Comprehensive income	$	5,208	$	3,412	$	—	$	8,620

Condensed Consolidating Statements of Cash Flows

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income	$	(31,284	)	$	3,958		$	—		$	(27,326	)
Adjustments to reconcile net income to net cash provided by operating activities:
Asset impairment charge		64,726			—			—			64,726
Provision for doubtful accounts		947			222			—			1,169
Amortization of deferred financing costs		775			14			—			789
Amortization of long-term liabilities		25			—			—			25
Share-based compensation expense		3,160			90			—			3,250
Depreciation and amortization		13,848			1,691			—			15,539
Gain on sale of rental fleet units		(1,826	)		(146	)		—			(1,972	)
Loss on disposal of property, plant and equipment		219			116			—			335
Deferred income taxes		(19,192	)		959			—			(18,233	)
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		188			(824	)		—			(636	)
Inventories		(75	)		232			—			157
Deposits and prepaid expenses		348			98			—			446
Other assets and intangibles		9			—			—			9
Accounts payable		751			282			—			1,033
Accrued liabilities		(467	)		(372	)		—			(839	)
Intercompany		683			(844	)		161			—

Net cash provided by operating activities		32,835			5,476			161			38,472

Cash Flows from Investing Activities:
Cash paid for businesses, net of cash acquired		—			(1,200	)		—			(1,200	)
Additions to rental fleet		(5,745	)		(4,735	)		—			(10,480	)
Proceeds from sale of rental fleet units		4,268			574			—			4,842
Additions to property, plant and equipment		(3,307	)		(934	)		—			(4,241	)
Proceeds from sale of property, plant and equipment		243			364			—			607

Net cash used in investing activities		(4,541	)		(5,931	)		—			(10,472	)

Cash Flows from Financing Activities:
Net borrowings (repayments) under lines of credit		(4,602	)		619			(154	)		(4,137	)
Deferred financing costs		(100	)		—			—			(100	)
Principal payments on capital lease obligations		(828	)		(14	)		(7	)		(849	)
Issuance of common stock		32			—			—			32
Dividend payments		(8,509	)		—			—			(8,509	)
Purchase of treasury stock		(15,284	)		—			—			(15,284	)

Net cash (used in) provided by financing activities		(29,291	)		605			(161	)		(28,847	)

Effect of exchange rate changes on cash		—			156			—			156

Net (decrease) increase in cash		(997	)		306			—			(691	)
Cash and cash equivalents at beginning of period		2,977			762			—			3,739

Cash and cash equivalents at end of period	$	1,980		$	1,068		$	—		$	3,048

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations		Consolidated
Cash Flows from Operating Activities:
Net income	$	5,208		$	2,232		$	—	$	7,440
Adjustments to reconcile net income to net cash provided by operating activities:
Asset impairment charge, net		136			147			—		283
Provision for doubtful accounts		453			94			—		547
Amortization of deferred financing costs		687			16			—		703
Amortization of long-term liabilities		40			1			—		41
Share-based compensation expense		3,963			201			—		4,164
Depreciation and amortization		7,277			1,868			—		9,145
Gain on sale of rental fleet units		(1,500	)		(211	)		—		(1,711	)
Loss on disposal of property, plant and equipment		48			24			—		72
Deferred income taxes		3,201			753			—		3,954
Foreign currency loss		—			1			—		1
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		1,404			(626	)		—		778
Inventories		285			(57	)		—		228
Deposits and prepaid expenses		(1,416	)		140			—		(1,276	)
Other assets and intangibles		(178	)		173			—		(5	)
Accounts payable		1,123			1,938			—		3,061
Accrued liabilities		(350	)		(263	)		—		(613	)
Intercompany		756			(756	)		—		—

Net cash provided by operating activities		21,137			5,675			—		26,812

Cash Flows from Investing Activities:
Cash paid for businesses, net of cash acquired		(4,217	)		—			—		(4,217	)
Additions to rental fleet		(1,834	)		(2,244	)		—		(4,078	)
Proceeds from sale of rental fleet units		4,781			846			—		5,627
Additions to property, plant and equipment		(2,393	)		(235	)		—		(2,628	)
Proceeds from sale of property, plant and equipment		708			200			—		908

Net cash used in investing activities		(2,955	)		(1,433	)		—		(4,388	)

Cash Flows from Financing Activities:
Net repayments under lines of credit		(10,773	)		(5,534	)		—		(16,307	)
Principal payments on capital lease obligations		(367	)		—			—		(367	)
Issuance of common stock		1,949			—			—		1,949
Dividend payments		(7,849	)		—			—		(7,849	)
Purchase of treasury stock		(407	)		—			—		(407	)

Net cash used in financing activities		(17,447	)		(5,534	)		—		(22,981	)

Effect of exchange rate changes on cash		—			(132	)		—		(132	)

Net increase (decrease) in cash		735			(1,424	)		—		(689	)
Cash and cash equivalents at beginning of period		(190	)		1,446			—		1,256

Cash and cash equivalents at end of period	$	545		$	22		$	—	$	567