##### Table of Contents



U. S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-12804
 
 
  
 Delaware
    
    86-0748362(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 7420 S. Kyrene Road, Suite 101
Tempe, Arizona 85283
 (480) 894-6311
 Yes þ No o
 Yes
o No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



MOBILE MINI, INC.
INDEX TO FORM 10-Q FILING
FOR THE QUARTER ENDED MARCH 31, 2010
 TABLE OF CONTENTS
 PAGENUMBERPART I.FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets 

December 31, 2009 and March 31, 2010 (unaudited)
    
    
    3Condensed Consolidated Statements of Income (unaudited) 

Three Months Ended March 31, 2009 and March 31, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) 

Three Months Ended March 31, 2009 and March 31, 2010
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    35Item 4. Controls and Procedures
    
    
    35PART II. 
OTHER INFORMATIONItem 1A. Risk Factors
    
    
    35Item 6. Exhibits
    
    
    36SIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32.1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 MOBILE MINI, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands except per share data)
 December 31, 2009
    
    
    March 31, 2010(See Note A)
    
    
    (unaudited)ASSETSCash and cash equivalents
    
    $
    1,740
    
    
    $
    2,518Receivables, net of allowance for doubtful accounts of $3,715 and $3,280 at
December 31, 2009 and March 31, 2010, respectively
    
    
    40,867
    
    
    
    36,592Inventories
    
    
    22,147
    
    
    
    21,280Lease fleet, net
    
    
    1,055,328
    
    
    
    1,044,595Property, plant and equipment, net
    
    
    84,160
    
    
    
    80,889Deposits and prepaid expenses
    
    
    9,916
    
    
    
    8,898Other assetsand intangibles, net
    
    
    26,643
    
    
    
    24,294Goodwill
    
    
    513,238
    
    
    
    509,739Total assets
    
    $
    1,754,039
    
    
    $
    1,728,805LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    14,130
    
    
    $
    13,105Accrued liabilities
    
    
    64,915
    
    
    
    55,495Lines of credit
    
    
    473,655
    
    
    
    466,672Notes payable
    
    
    1,128
    
    
    
    877Obligations under capital leases
    
    
    4,061
    
    
    
    3,700Senior notes, net
    
    
    345,402
    
    
    
    339,672Deferred income taxes
    
    
    155,697
    
    
    
    157,081Total liabilities
    
    
    1,058,988
    
    
    
    1,036,602Commitments and contingenciesConvertible preferred stock; $.01 par value, 20,000 shares authorized, 8,556 issued and 8,191 outstanding at December 31, 2009 and March 31, 2010, stated at liquidity preference values
    
    
    147,427
    
    
    
    147,427Stockholders equity:Common stock; $.01 par value: 95,000 shares authorized, 38,451 issued and 36,276 outstanding at December 31, 2009 and 38,549 issued and 36,374 outstanding at
March 31, 2010
    
    
    385
    
    
    
    385Additional paid-in capital
    
    
    341,597
    
    
    
    343,274Retained earnings
    
    
    270,733
    
    
    
    273,143Accumulated other comprehensive loss
    
    
    (25,791
    )
    
    
    (32,726
    )Treasury stock, at cost, 2,175 shares
    
    
    (39,300
    )
    
    
    (39,300
    )Total stockholders equity
    
    
    547,624
    
    
    
    544,776Total liabilities and stockholders equity
    
    $
    1,754,039
    
    
    $
    1,728,805
   3




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##### Table of Contents



MOBILE MINI, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (In thousands except per share data)
 (unaudited)
 Three Months Ended March 31,2009
    
    
    2010Revenues:Leasing
    
    $
    89,516
    
    
    $
    70,179Sales
    
    
    10,060
    
    
    
    6,314Other
    
    
    588
    
    
    
    385Total revenues
    
    
    100,164
    
    
    
    76,878Costs and expenses:Cost of sales
    
    
    6,869
    
    
    
    4,090Leasing, selling and general expenses
    
    
    51,572
    
    
    
    42,862Integration, merger and restructuring expenses
    
    
    2,214
    
    
    
    2,226Depreciation and amortization
    
    
    10,253
    
    
    
    9,140Total costs and expenses
    
    
    70,908
    
    
    
    58,318Income from operations
    
    
    29,256
    
    
    
    18,560Other income (expense):Interest income
    
    
    3
    
    
    
    1Interest expense
    
    
    (15,241
    )
    
    
    (14,687
    )Foreign currency exchange loss
    
    
    (83
    )
    
    
    (8
    )Income before provision for income taxes
    
    
    13,935
    
    
    
    3,866Provision for income taxes
    
    
    5,469
    
    
    
    1,456Net income
    
    
    8,466
    
    
    
    2,410Earnings allocable to preferred stockholders
    
    
    (1,688
    )
    
    
    (456
    )Net income available to common stockholders
    
    $
    6,778
    
    
    $
    1,954Earnings per share:Basic
    
    $
    0.20
    
    
    $
    0.06Diluted
    
    $
    0.20
    
    
    $
    0.06Weighted average number of common and common share equivalents outstanding:Basic
    
    
    34,344
    
    
    
    35,083Diluted
    
    
    42,982
    
    
    
    43,514
   4




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##### Table of Contents



MOBILE MINI, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (unaudited)
 Three Months Ended March 31,2009
    
    
    2010Cash Flows From Operating Activities:Net income
    
    $
    8,466
    
    
    $
    2,410Adjustments to reconcile income to net cash provided by operating activities:Provision for doubtful accounts
    
    
    1,080
    
    
    
    615Reversal of restructuring charge
    
    
    
    
    
    
    (9
    )Amortization of deferred financing costs
    
    
    1,294
    
    
    
    1,114Amortization of long-term liabilities
    
    
    
    
    
    
    338Share-based compensation expense
    
    
    1,621
    
    
    
    1,416Depreciation and amortization
    
    
    10,253
    
    
    
    9,140Gain on sale of lease fleet units
    
    
    (2,845
    )
    
    
    (2,026
    )Loss on disposal of property, plant and equipment
    
    
    25
    
    
    
    2Deferred income taxes
    
    
    5,461
    
    
    
    1,456Foreign currency transaction loss
    
    
    83
    
    
    
    8Changes in certain assets and liabilities:Receivables
    
    
    10,647
    
    
    
    3,087Inventories
    
    
    430
    
    
    
    748Deposits and prepaid expenses
    
    
    330
    
    
    
    952Other assets and intangibles
    
    
    (181
    )
    
    
    (182
    )Accounts payable
    
    
    (5,477
    )
    
    
    (775
    )Accrued liabilities
    
    
    (10,587
    )
    
    
    (8,044
    )Net cash provided by operating activities
    
    
    20,600
    
    
    
    10,250Cash Flows From Investing Activities:Additions to lease fleet
    
    
    (5,159
    )
    
    
    (3,832
    )Proceeds from sale of lease fleet units
    
    
    8,542
    
    
    
    5,439Additions to property, plant and equipment
    
    
    (2,032
    )
    
    
    (557
    )Proceeds from sale of property, plant and equipment
    
    
    93
    
    
    
    48Net cash provided by investing activities
    
    
    1,444
    
    
    
    1,098Cash Flows From Financing Activities:Net repayments under lines of credit
    
    
    (24,509
    )
    
    
    (6,983
    )Proceeds from issuance of notes payable
    
    
    
    
    
    
    94Redemption of Senior Notes
    
    
    
    
    
    
    (6,000
    )Principal payments on notes payable
    
    
    (350
    )
    
    
    (343
    )Principal payments on capital lease obligations
    
    
    (353
    )
    
    
    (361
    )Issuance of common stock, net
    
    
    4
    
    
    
    227Net cash used in financing activities
    
    
    (25,208
    )
    
    
    (13,366
    )Effect of exchange rate changes on cash
    
    
    1,526
    
    
    
    2,796Net (decrease) increase in cash
    
    
    (1,638
    )
    
    
    778Cash at beginning of period
    
    
    3,184
    
    
    
    1,740Cash at end of period
    
    $
    1,546
    
    
    $
    2,518Supplemental Disclosure of Cash Flow Information:Interest rate swap changes in value credited to equity
    
    $
    (74
    )
    
    $
    (739
    )
   5




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
        Transfers of Financial Assets.
  6




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  Continued
   Level 1
    
    Observable inputs such as quoted prices in active markets for identical assets or liabilities;Level 2
    
    Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; andLevel 3
    
    Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own
assumptions.
  QuotedPrices inActive
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs
    
    
    ValuationInterest Rate Swap Agreements
    
    Fair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TechniqueDecember 31, 2009
    
    $
    (7,703
    )
    
    $
    
    
    
    $
    (7,703
    )
    
    $
    
    
    
    
    
    (1)March 31, 2010
    
    $
    (6,493
    )
    
    $
    
    
    
    $
    (6,493
    )
    
    $
    
    
    
    
    
    (1)
 
 (1)
    
    The Companys interest rate swap agreements are not traded on a market exchange; therefore,
the fair values are determined using valuation models that include assumptions about the LIBOR
yield curve at the reporting dates as well as counter party credit risk and the Companys own
non-performance risk. The Company has consistently applied these calculation techniques to
all periods presented. At December 31, 2009 and March 31, 2010, the fair value of interest
rate swap agreements is recorded in accrued liabilities in the Companys condensed
consolidated balance sheet.     7




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  Continued
    Three Months Ended March 31,2009
    
    
    2010(In thousands except earnings per share data)Historical net income per share:Numerator:Net income
    
    $
    8,466
    
    
    $
    2,410Less: Earnings allocable to preferred stock
    
    
    (1,688
    )
    
    
    (456
    )Net income available to common stockholders
    
    $
    6,778
    
    
    $
    1,954Basic EPS Denominator:Common stock outstanding beginning of period
    
    
    34,324
    
    
    
    35,063Effect of weighting shares:Weighted shares issued during the period ended March 31,
    
    
    20
    
    
    
    20Denominator for basic net income per share
    
    
    34,344
    
    
    
    35,083Diluted EPS Denominator:Common stock outstanding beginning of period
    
    
    34,324
    
    
    
    35,063Effect of weighting shares:Weighted shares issued during the period ended March 31,
    
    
    20
    
    
    
    20Dilutive effect of employee stock options on nonvested share-awards assumed converted during the period ended March 31,
    
    
    82
    
    
    
    240Dilutive effect of convertible preferred stock assumed converted during the period ended March 31,
    
    
    8,556
    
    
    
    8,191Denominator for diluted net income per share
    
    
    42,982
    
    
    
    43,514Basic net income per share
    
    $
    0.20
    
    
    $
    0.06Diluted net income per share
    
    $
    0.20
    
    
    $
    0.06
   8




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  Continued
         2009
    
    
    2010(In thousands)Gross share-based compensation
    
    $
    1,751
    
    
    $
    1,449Capitalized share-based compensation
    
    
    (130
    )
    
    
    (33
    )Share-based compensation expense
    
    $
    1,621
    
    
    $
    1,416
  9




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  Continued
  Number of
    
    
    WeightedShares
    
    
    Average(In thousands)
    
    
    Exercise PriceBalance at December 31, 2009
    
    
    1,559
    
    
    $
    17.20Exercised
    
    
    (16
    )
    
    $
    11.10Canceled/expired
    
    
    (16
    )
    
    $
    25.11Balance at March 31, 2010
    
    
    1,527
    
    
    $
    17.19
   Number of
    
    
    Weighted AverageShares
    
    
    Grant Date Fair(In thousands)
    
    
    ValueNonvested at December 31, 2009
    
    
    1,213
    
    
    $
    16.05Awarded
    
    
    112
    
    
    
    15.19Released
    
    
    (45
    )
    
    
    16.83Forfeited
    
    
    (31
    )
    
    
    15.23Nonvested at March 31, 2010
    
    
    1,249
    
    
    $
    15.96
  WeightedNumber of
    
    
    Weighted
    
    
    Average
    
    
    AggregateShares
    
    
    Average
    
    
    Remaining
    
    
    Intrinsic(In
    
    
    Exercise
    
    
    Contractual
    
    
    Value (Inthousands)
    
    
    Price
    
    
    Term
    
    
    thousands)Outstanding
    
    
    1,527
    
    
    $
    17.19
    
    
    
    3.6
    
    
    $
    2,061Vested and expected to vest
    
    
    1,472
    
    
    $
    16.84
    
    
    
    3.5
    
    
    $
    2,061Exercisable
    
    
    1,439
    
    
    $
    16.62
    
    
    
    3.5
    
    
    $
    2,061
     10




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MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 December 31, 2009
    
    
    March 31, 2010(In thousands)Raw material and supplies
    
    $
    15,750
    
    
    $
    15,342Work-in-process
    
    
    589
    
    
    
    459Finished portable storage units
    
    
    5,808
    
    
    
    5,479$
    22,147
    
    
    $
    21,280
       December 31, 2009
    
    
    March 31, 2010(In thousands)Land
    
    $
    11,129
    
    
    $
    11,039Vehicles and equipment
    
    
    76,037
    
    
    
    75,868Buildings and improvements
    
    
    15,012
    
    
    
    14,338Office fixtures and equipment
    
    
    26,404
    
    
    
    26,211128,582
    
    
    
    127,456Less accumulated depreciation
    
    
    (44,422
    )
    
    
    (46,567
    )Total property, plant and equipment
    
    $
    84,160
    
    
    $
    80,889
  11




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
      December 31, 2009
    
    
    March 31, 2010(In thousands)Steel storage containers
    
    $
    621,466
    
    
    $
    619,000Steel and wood offices
    
    
    526,951
    
    
    
    524,071Van trailers
    
    
    5,557
    
    
    
    4,857Other (chassis and ancillary products)
    
    
    2,651
    
    
    
    2,5611,156,625
    
    
    
    1,150,489Accumulated depreciation
    
    
    (101,297
    )
    
    
    (105,894
    )$
    1,055,328
    
    
    $
    1,044,595
      12




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
  Interest Rate Swap AgreementsDerivatives Fair Value
    
    
    
    Fair ValueHedging Relationships
    
    Balance Sheet Location
    
    (in thousands)December 31, 2009
    
    Accrued liabilities
    
    $
    (7,703
    )March 31, 2010
    
    Accrued liabilities
    
    $
    (6,493
    )
 Interest Rate Swap AgreementsAmount of GainDerivatives Fair Value
    
    Recognized in OCI onHedging Relationships
    

Derivatives(In thousands)Three months ended March 31, 2009 (net of income taxes of $47)
    
    $
    74Three months
ended March 31, 2010 (net of income taxes of $472)
    
    $
    739
       13




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  Continued
  Three Months EndedMarch 312009
    
    
    2010(In thousands)North America(1)
    
    $
    85,431
    
    
    $
    64,373United Kingdom
    
    
    13,870
    
    
    
    12,046The Netherlands
    
    
    863
    
    
    
    459Total revenues
    
    $
    100,164
    
    
    $
    76,878
 
 (1)
    
    Includes revenues in the United States of $84.7 million and
$63.7 million for the three month period ended March 31, 2009 and
2010, respectively.  December 31,
    
    
    March 31,2009
    
    
    2010(In thousands)North America(1)
    
    $
    1,002,675
    
    
    $
    995,745United Kingdom
    
    
    132,356
    
    
    
    125,595The Netherlands
    
    
    4,457
    
    
    
    4,144Total long-lived assets
    
    $
    1,139,488
    
    
    $
    1,125,484
 
 (1)
    
    Includes long-lived assets of $988.9 million and $981.6 million in the
United States at December 31, 2009 and March 31, 2010, respectively.   Three Months EndedMarch 31,2009
    
    
    2010(In thousands)Net income
    
    $
    8,466
    
    
    $
    2,410Net unrealized holding gain on derivatives
    
    
    74
    
    
    
    739Foreign currency translation adjustment
    
    
    (2,018
    )
    
    
    (7,674
    )Total comprehensive income (loss)
    
    $
    6,522
    
    
    $
    (4,525
    )
  December 31, 
2009
    
    
    March 31, 
2010(In thousands)Accumulated net unrealized holding loss on derivatives
    
    $
    (4,733
    )
    
    $
    (3,994
    )Foreign currency translation adjustment
    
    
    (21,058
    )
    
    
    (28,732
    )Total accumulated other comprehensive loss
    
    $
    (25,791
    )
    
    $
    (32,726
    )
  14




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MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
    LeaseSeverance and
    
    
    Abandonment
    
    
    AcquisitionBenefits
    
    
    Costs
    
    
    Integration
    
    
    Total(In thousands)Accrued obligations as of December 31, 2009
    
    $
    465
    
    
    $
    5,742
    
    
    $
    3
    
    
    $
    6,210Integration, merger and restructuring expenses
    
    
    1,651
    
    
    
    
    
    
    
    584
    
    
    
    2,235Cash paid
    
    
    (1,790
    )
    
    
    (578
    )
    
    
    (587
    )
    
    
    (2,955
    )Accrued obligations as of March 31, 2010
    
    $
    326
    
    
    $
    5,164
    
    
    $
    
    
    
    $
    5,490
   2009
    
    
    2010Severance and benefits
    
    $
    806
    
    
    $
    1,651Acquisition integration
    
    
    1,408
    
    
    
    584Long-lived asset and inventory impairment charge
    
    
    
    
    
    
    (9
    )Integration, merger and restructuring expenses
    
    $
    2,214
    
    
    $
    2,226
       15




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 MOBILE MINI, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCash
    
    $
    582
    
    
    $
    1,158
    
    
    $
    
    
    
    $
    1,740Receivables, net
    
    
    29,152
    
    
    
    11,715
    
    
    
    
    
    
    
    40,867Inventories
    
    
    20,169
    
    
    
    2,027
    
    
    
    (49
    )
    
    
    22,147Lease fleet, net
    
    
    936,366
    
    
    
    118,962
    
    
    
    
    
    
    
    1,055,328Property, plant and equipment, net
    
    
    66,309
    
    
    
    17,851
    
    
    
    
    
    
    
    84,160Deposits and prepaid expenses
    
    
    8,593
    
    
    
    1,323
    
    
    
    
    
    
    
    9,916Other assets and intangibles, net
    
    
    21,288
    
    
    
    5,355
    
    
    
    
    
    
    
    26,643Goodwill
    
    
    447,196
    
    
    
    66,042
    
    
    
    
    
    
    
    513,238Intercompany
    
    
    140,692
    
    
    
    36,365
    
    
    
    (177,057
    )
    
    
    Total assets
    
    $
    1,670,347
    
    
    $
    260,798
    
    
    $
    (177,106
    )
    
    $
    1,754,039LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    8,605
    
    
    $
    5,525
    
    
    $
    
    
    
    $
    14,130Accrued liabilities
    
    
    61,410
    
    
    
    3,505
    
    
    
    
    
    
    
    64,915Lines of credit
    
    
    366,150
    
    
    
    107,505
    
    
    
    
    
    
    
    473,655Notes payable
    
    
    1,100
    
    
    
    28
    
    
    
    
    
    
    
    1,128Obligations under capital leases
    
    
    4,060
    
    
    
    1
    
    
    
    
    
    
    
    4,061Senior notes
    
    
    345,402
    
    
    
    
    
    
    
    
    
    
    
    345,402Deferred income taxes
    
    
    145,157
    
    
    
    11,144
    
    
    
    (604
    )
    
    
    155,697Intercompany
    
    
    23
    
    
    
    39,425
    
    
    
    (39,448
    )
    
    
    Total liabilities
    
    
    931,907
    
    
    
    167,133
    
    
    
    (40,052
    )
    
    
    1,058,988Commitments and contingenciesConvertible preferred stock
    
    
    147,427
    
    
    
    
    
    
    
    
    
    
    
    147,427Stockholders equity:Common stock
    
    
    385
    
    
    
    18,434
    
    
    
    (18,434
    )
    
    
    385Additional paid-in stock
    
    
    341,597
    
    
    
    119,175
    
    
    
    (119,175
    )
    
    
    341,597Retained earnings
    
    
    292,408
    
    
    
    (22,230
    )
    
    
    555
    
    
    
    270,733Accumulated other comprehensive loss
    
    
    (4,077
    )
    
    
    (21,714
    )
    
    
    
    
    
    
    (25,791
    )Treasury stock, at cost
    
    
    (39,300
    )
    
    
    
    
    
    
    
    
    
    
    (39,300
    )Total stockholders equity
    
    
    591,013
    
    
    
    93,665
    
    
    
    (137,054
    )
    
    
    547,624Total liabilities and stockholders equity
    
    $
    1,670,347
    
    
    $
    260,798
    
    
    $
    (177,106
    )
    
    $
    1,754,039
  16




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
As of March 31, 2010
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    1,843
    
    
    $
    675
    
    
    $
    
    
    
    $
    2,518Receivables, net
    
    
    26,209
    
    
    
    10,383
    
    
    
    
    
    
    
    36,592Inventories
    
    
    19,429
    
    
    
    1,900
    
    
    
    (49
    )
    
    
    21,280Lease fleet, net
    
    
    931,256
    
    
    
    113,339
    
    
    
    
    
    
    
    1,044,595Property, plant and equipment, net
    
    
    64,489
    
    
    
    16,400
    
    
    
    
    
    
    
    80,889Deposits and prepaid expenses
    
    
    7,798
    
    
    
    1,100
    
    
    
    
    
    
    
    8,898Other assets and intangibles, net
    
    
    19,695
    
    
    
    4,599
    
    
    
    
    
    
    
    24,294Goodwill
    
    
    447,246
    
    
    
    62,493
    
    
    
    
    
    
    
    509,739Intercompany
    
    
    204,326
    
    
    
    36,254
    
    
    
    (240,580
    )
    
    
    Total assets
    
    $
    1,722,291
    
    
    $
    247,143
    
    
    $
    (240,629
    )
    
    $
    1,728,805LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    8,243
    
    
    $
    4,862
    
    
    $
    
    
    
    $
    13,105Accrued liabilities
    
    
    52,609
    
    
    
    2,886
    
    
    
    
    
    
    
    55,495Lines of credit
    
    
    426,172
    
    
    
    40,500
    
    
    
    
    
    
    
    466,672Notes payable
    
    
    864
    
    
    
    13
    
    
    
    
    
    
    
    877Obligations under capital leases
    
    
    3,700
    
    
    
    
    
    
    
    
    
    
    
    3,700Senior notes, net
    
    
    339,672
    
    
    
    
    
    
    
    
    
    
    
    339,672Deferred income taxes
    
    
    147,254
    
    
    
    10,465
    
    
    
    (638
    )
    
    
    157,081Intercompany
    
    
    21
    
    
    
    102,949
    
    
    
    (102,970
    )
    
    
    Total liabilities
    
    
    978,535
    
    
    
    161,675
    
    
    
    (103,608
    )
    
    
    1,036,602Commitments and contingenciesConvertible preferred stock
    
    
    147,427
    
    
    
    
    
    
    
    
    
    
    
    147,427Stockholders equity:Common stock
    
    
    385
    
    
    
    18,434
    
    
    
    (18,434
    )
    
    
    385Additional paid-in capital
    
    
    343,274
    
    
    
    119,175
    
    
    
    (119,175
    )
    
    
    343,274Retained earnings
    
    
    294,880
    
    
    
    (22,325
    )
    
    
    588
    
    
    
    273,143Accumulated other comprehensive loss
    
    
    (2,910
    )
    
    
    (29,816
    )
    
    
    
    
    
    
    (32,726
    )Treasury stock, at cost
    
    
    (39,300
    )
    
    
    
    
    
    
    
    
    
    
    (39,300
    )Total stockholders equity
    
    
    596,329
    
    
    
    85,468
    
    
    
    (137,021
    )
    
    
    544,776Total liabilities and stockholders equity
    
    $
    1,722,291
    
    
    $
    247,143
    
    
    $
    (240,629
    )
    
    $
    1,728,805
  17




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    76,629
    
    
    $
    12,887
    
    
    $
    
    
    
    $
    89,516Sales
    
    
    8,335
    
    
    
    1,725
    
    
    
    
    
    
    
    10,060Other
    
    
    467
    
    
    
    121
    
    
    
    
    
    
    
    588Total revenues
    
    
    85,431
    
    
    
    14,733
    
    
    
    
    
    
    
    100,164Costs and expenses:Cost of sales
    
    
    5,477
    
    
    
    1,392
    
    
    
    
    
    
    
    6,869Leasing, selling and general expenses
    
    
    41,608
    
    
    
    9,964
    
    
    
    
    
    
    
    51,572Integration, merger and restructuring expenses
    
    
    2,179
    
    
    
    35
    
    
    
    
    
    
    
    2,214Depreciation and amortization
    
    
    8,365
    
    
    
    1,888
    
    
    
    
    
    
    
    10,253Total costs and expenses
    
    
    57,629
    
    
    
    13,279
    
    
    
    
    
    
    
    70,908Income from operations
    
    
    27,802
    
    
    
    1,454
    
    
    
    
    
    
    
    29,256Other income (expense):Interest income
    
    
    414
    
    
    
    2
    
    
    
    (413
    )
    
    
    3Interest expense
    
    
    (14,058
    )
    
    
    (1,596
    )
    
    
    413
    
    
    
    (15,241
    )Foreign currency exchange
    
    
    
    
    
    
    (83
    )
    
    
    
    
    
    
    (83
    )Income (loss) before provision for (benefit from)
income taxes
    
    
    14,158
    
    
    
    (223
    )
    
    
    
    
    
    
    13,935Provision for (benefit from) income taxes
    
    
    5,485
    
    
    
    30
    
    
    
    (46
    )
    
    
    5,469Net income (loss)
    
    $
    8,673
    
    
    $
    (253
    )
    
    $
    46
    
    
    $
    8,466
  18




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2010
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    58,800
    
    
    $
    11,379
    
    
    $
    
    
    
    $
    70,179Sales
    
    
    5,280
    
    
    
    1,034
    
    
    
    
    
    
    
    6,314Other
    
    
    293
    
    
    
    92
    
    
    
    
    
    
    
    385Total revenues
    
    
    64,373
    
    
    
    12,505
    
    
    
    
    
    
    
    76,878Costs and expenses:Cost of sales
    
    
    3,309
    
    
    
    781
    
    
    
    
    
    
    
    4,090Leasing, selling and general expenses
    
    
    33,956
    
    
    
    8,906
    
    
    
    
    
    
    
    42,862Integration, merger and restructuring expenses
    
    
    2,226
    
    
    
    
    
    
    
    
    
    
    
    2,226Depreciation and amortization
    
    
    7,376
    
    
    
    1,764
    
    
    
    
    
    
    
    9,140Total costs and expenses
    
    
    46,867
    
    
    
    11,451
    
    
    
    
    
    
    
    58,318Income from operations
    
    
    17,506
    
    
    
    1,054
    
    
    
    
    
    
    
    18,560Other income (expense):Interest income
    
    
    310
    
    
    
    1
    
    
    
    (310
    )
    
    
    1Interest expense
    
    
    (13,983
    )
    
    
    (1,014
    )
    
    
    310
    
    
    
    (14,687
    )Dividend income
    
    
    215
    
    
    
    
    
    
    
    (215
    )
    
    
    Foreign currency exchange
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Income (loss) before provision for (benefit from)
income taxes
    
    
    4,048
    
    
    
    33
    
    
    
    (215
    )
    
    
    3,866Provision for (benefit from) income taxes
    
    
    1,577
    
    
    
    (87
    )
    
    
    (34
    )
    
    
    1,456Net income (loss)
    
    $
    2,471
    
    
    $
    120
    
    
    $
    (181
    )
    
    $
    2,410
  19




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash Flows From Operating Activities:Net income (loss)
    
    $
    8,673
    
    
    $
    (253
    )
    
    $
    46
    
    
    $
    8,466Adjustments to reconcile income to net cash provided by
(used in) operating activities:Provision for doubtful accounts
    
    
    940
    
    
    
    139
    
    
    
    1
    
    
    
    1,080Amortization of deferred financing costs
    
    
    1,294
    
    
    
    
    
    
    
    
    
    
    
    1,294Share-based compensation expense
    
    
    1,444
    
    
    
    177
    
    
    
    
    
    
    
    1,621Depreciation and amortization
    
    
    8,365
    
    
    
    1,888
    
    
    
    
    
    
    
    10,253Gain on sale of lease fleet units
    
    
    (2,681
    )
    
    
    (164
    )
    
    
    
    
    
    
    (2,845
    )Loss on disposal of property, plant and equipment
    
    
    24
    
    
    
    1
    
    
    
    
    
    
    
    25Deferred income taxes
    
    
    5,439
    
    
    
    29
    
    
    
    (7
    )
    
    
    5,461Foreign currency exchange loss
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    83Changes in certain assets and liabilities:Receivable
    
    
    8,536
    
    
    
    2,111
    
    
    
    
    
    
    
    10,647Inventories
    
    
    147
    
    
    
    283
    
    
    
    
    
    
    
    430Deposits and prepaid expenses
    
    
    487
    
    
    
    (157
    )
    
    
    
    
    
    
    330Other assets and intangibles
    
    
    (181
    )
    
    
    
    
    
    
    
    
    
    
    (181
    )Accounts payable
    
    
    (3,264
    )
    
    
    (2,213
    )
    
    
    
    
    
    
    (5,477
    )Accrued liabilities
    
    
    (10,222
    )
    
    
    (365
    )
    
    
    
    
    
    
    (10,587
    )Intercompany
    
    
    (460
    )
    
    
    688
    
    
    
    (228
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    18,541
    
    
    
    2,247
    
    
    
    (188
    )
    
    
    20,600Cash Flows From Investing Activities:Additions to lease fleet units
    
    
    (3,386
    )
    
    
    (1,773
    )
    
    
    
    
    
    
    (5,159
    )Proceeds from sale of lease fleet units
    
    
    7,714
    
    
    
    831
    
    
    
    (3
    )
    
    
    8,542Additions to property, plant and equipment
    
    
    (916
    )
    
    
    (1,116
    )
    
    
    
    
    
    
    (2,032
    )Proceeds from sale of property, plant and equipment
    
    
    92
    
    
    
    1
    
    
    
    
    
    
    
    93Net cash provided by (used in) investing activities
    
    
    3,504
    
    
    
    (2,057
    )
    
    
    (3
    )
    
    
    1,444Cash Flows From Financing Activities:Net (repayments) borrowings under lines of credit
    
    
    (23,089
    )
    
    
    498
    
    
    
    (1,918
    )
    
    
    (24,509
    )Principal payments on notes payable
    
    
    (338
    )
    
    
    (12
    )
    
    
    
    
    
    
    (350
    )Principal payments on capital lease obligations
    
    
    (353
    )
    
    
    
    
    
    
    
    
    
    
    (353
    )Issuance of common stock, net
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Intercompany
    
    
    386
    
    
    
    (398
    )
    
    
    12
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (23,390
    )
    
    
    88
    
    
    
    (1,906
    )
    
    
    (25,208
    )Effect of exchange rate changes on cash
    
    
    (347
    )
    
    
    (224
    )
    
    
    2,097
    
    
    
    1,526Net (decrease) increase in cash
    
    
    (1,692
    )
    
    
    54
    
    
    
    
    
    
    
    (1,638
    )Cash at beginning of period
    
    
    2,208
    
    
    
    976
    
    
    
    
    
    
    
    3,184Cash at end of period
    
    $
    516
    
    
    $
    1,030
    
    
    $
    
    
    
    $
    1,546
  20




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##### Table of Contents



MOBILE MINI, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)   Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2010
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash Flows From Operating Activities:Net income (loss)
    
    $
    2,471
    
    
    $
    120
    
    
    $
    (181
    )
    
    $
    2,410Adjustments to reconcile income to net cash (used in)
provided by operating activities:Provision for doubtful accounts
    
    
    530
    
    
    
    85
    
    
    
    
    
    
    
    615Reversal of restructuring charge
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    (9
    )Amortization of deferred financing costs
    
    
    1,114
    
    
    
    
    
    
    
    
    
    
    
    1,114Amortization of long-term liabilities
    
    
    325
    
    
    
    13
    
    
    
    
    
    
    
    338Share-based compensation expense
    
    
    1,243
    
    
    
    173
    
    
    
    
    
    
    
    1,416Depreciation and amortization
    
    
    7,376
    
    
    
    1,764
    
    
    
    
    
    
    
    9,140Gain on sale of lease fleet units
    
    
    (1,877
    )
    
    
    (149
    )
    
    
    
    
    
    
    (2,026
    )Loss (gain) on disposal of property, plant and equipment
    
    
    9
    
    
    
    (7
    )
    
    
    
    
    
    
    2Deferred income taxes
    
    
    1,531
    
    
    
    (87
    )
    
    
    12
    
    
    
    1,456Foreign currency exchange loss
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Changes in certain assets and liabilities:Receivables
    
    
    2,426
    
    
    
    661
    
    
    
    
    
    
    
    3,087Inventories
    
    
    747
    
    
    
    1
    
    
    
    
    
    
    
    748Deposits and prepaid expenses
    
    
    798
    
    
    
    154
    
    
    
    
    
    
    
    952Other assets and intangibles
    
    
    (182
    )
    
    
    
    
    
    
    
    
    
    
    (182
    )Accounts payable
    
    
    (366
    )
    
    
    (409
    )
    
    
    
    
    
    
    (775
    )Accrued liabilities
    
    
    (7,596
    )
    
    
    (448
    )
    
    
    
    
    
    
    (8,044
    )Intercompany
    
    
    (62,115
    )
    
    
    66,680
    
    
    
    (4,565
    )
    
    
    Net cash (used in) provided by operating activities
    
    
    (53,575
    )
    
    
    68,559
    
    
    
    (4,734
    )
    
    
    10,250Cash Flows From Investing Activities:Additions to lease fleet units
    
    
    (2,023
    )
    
    
    (1,809
    )
    
    
    
    
    
    
    (3,832
    )Proceeds from sale of lease fleet units
    
    
    4,880
    
    
    
    559
    
    
    
    
    
    
    
    5,439Additions to property, plant and equipment
    
    
    (359
    )
    
    
    (198
    )
    
    
    
    
    
    
    (557
    )Proceeds from sale of property, plant and equipment
    
    
    18
    
    
    
    30
    
    
    
    
    
    
    
    48Net cash provided by (used in) investing activities
    
    
    2,516
    
    
    
    (1,418
    )
    
    
    
    
    
    
    1,098Cash Flows From Financing Activities:Net borrowings (repayments) under lines of credit
    
    
    60,022
    
    
    
    (63,460
    )
    
    
    (3,545
    )
    
    
    (6,983
    )Proceeds from notes payable
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    94Redemption of 9.75% Senior Notes
    
    
    (6,000
    )
    
    
    
    
    
    
    
    
    
    
    (6,000
    )Principal payments on notes payable
    
    
    (329
    )
    
    
    (14
    )
    
    
    
    
    
    
    (343
    )Principal payments on capital lease obligations
    
    
    (361
    )
    
    
    
    
    
    
    
    
    
    
    (361
    )Issuance of common stock, net
    
    
    227
    
    
    
    
    
    
    
    
    
    
    
    227Intercompany
    
    
    
    
    
    
    (216
    )
    
    
    216
    
    
    
    Net cash provided by (used in) financing activities
    
    
    53,653
    
    
    
    (63,690
    )
    
    
    (3,329
    )
    
    
    (13,366
    )Effect of exchange rate changes on cash
    
    
    (1,333
    )
    
    
    (3,934
    )
    
    
    8,063
    
    
    
    2,796Net increase (decrease) in cash
    
    
    1,261
    
    
    
    (483
    )
    
    
    
    
    
    
    778Cash at beginning of period
    
    
    582
    
    
    
    1,158
    
    
    
    
    
    
    
    1,740Cash at end of period
    
    $
    1,843
    
    
    $
    675
    
    
    $
    
    
    
    $
    2,518
  21




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion of our financial condition and results of operations should be read
together with our December 31, 2009 consolidated financial statements and the accompanying notes
thereto which are included in our Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 1, 2010. This discussion contains forward-looking statements. Forward-looking
statements are based on current expectations and assumptions that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in forward-looking statements.
 Overview
 General
        22




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
    
    Interest expense  because we borrow money to partially finance our capital expenditures,
primarily related to the expansion of our lease fleet, interest expense is a necessary
element of our cost to secure this financing to continue generating additional revenues.
 
    
    Debt restructuring or extinguishment expense  as historically defined in our revolving
credit facility, debt restructuring or debt extinguishment expenses are not deducted in our
various calculations made under our facility and are treated no differently than interest
expense. As discussed above, interest expense is a necessary element of our cost to finance
a portion of the capital expenditures needed for the growth of our business.
 
    
    Income taxes  EBITDA, as defined, does not reflect income taxes or the requirements for
any tax payments.
 
    
    Depreciation and amortization  because we are a leasing company, our business is very
capital intensive and we hold acquired assets for a period of time before they generate
revenues, cash flow and earnings; therefore, depreciation and amortization expense is a
necessary element of our business.
  
    
    increasing or decreasing trends in EBITDA;
 
    
    how EBITDA compares to levels of debt and interest expense; and
 
    
    whether EBITDA historically has remained at positive levels.
    23




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##### Table of Contents



Three Months EndedMarch 31,2009
    
    
    2010(In thousands)EBITDA
    
    $
    39,429
    
    
    $
    27,693Interest paid
    
    
    (16,129
    )
    
    
    (14,977
    )Income and franchise taxes paid
    
    
    (144
    )
    
    
    (133
    )Reversal of restructuring charge
    
    
    
    
    
    
    (9
    )Share-based compensation expense
    
    
    1,621
    
    
    
    1,416Gain on sale of lease fleet units
    
    
    (2,845
    )
    
    
    (2,026
    )Loss on disposal of property, plant and equipment
    
    
    25
    
    
    
    2Changes in certain assets and liabilities:Receivables
    
    
    11,727
    
    
    
    3,702Inventories
    
    
    430
    
    
    
    748Deposits and prepaid expenses
    
    
    330
    
    
    
    952Other assets and intangibles
    
    
    (181
    )
    
    
    (182
    )Accounts payable and accrued liabilities
    
    
    (13,663
    )
    
    
    (6,936
    )Net cash provided by operating activities
    
    $
    20,600
    
    
    $
    10,250
  Three Months EndedMarch 31,2009
    
    
    2010(In thousands except percentages)Net income
    
    $
    8,466
    
    
    $
    2,410Interest expense
    
    
    15,241
    
    
    
    14,687Provision for income taxes
    
    
    5,469
    
    
    
    1,456Depreciation and amortization
    
    
    10,253
    
    
    
    9,140EBITDA
    
    
    39,429
    
    
    
    27,693Integration, merger and
restructuring expenses(1),
other
    
    
    2,214
    
    
    
    2,266Adjusted EBITDA
    
    $
    41,643
    
    
    $
    29,959EBITDA margin(2)
    
    
    39.4
    %
    
    
    36.0
    %Adjusted EBITDA margin(2)
    
    
    41.6
    %
    
    
    39.0
    %
 
 (1)
    
    Integration, merger and restructuring expenses represent costs we incurred or accrued in
connection with the acquisition of MSG and the costs in connection with the resulting
restructuring of our manufacturing operations.(2)
    
    EBITDA margin and adjusted EBITDA margin are calculated as EBITDA and adjusted EBITDA,
divided by our total revenues expressed as a percentage.   24




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Accounting and Operating Overview
    Dollars
    
    
    Units(In thousands)Lease fleet at December 31, 2009, net
    
    $
    1,055,328
    
    
    
    257,208Purchases:Container purchases, including freight
    
    
    6
    
    
    
    4Manufactured units:Steel containers, combination storage/office combo units and steel security offices
    
    
    405
    
    
    
    16Remanufacturing and customization of units purchased or obtained in prior years (1)
    
    
    2,816
    
    
    
    158
    (3)Other (2)
    
    
    327
    
    
    
    50Cost of sales from lease fleet
    
    
    (3,428
    )
    
    
    (2,803
    )Effect of exchange rate changes
    
    
    (6,600
    )Depreciation
    
    
    (4,259
    )Lease fleet at March 31, 2010, net
    
    $
    1,044,595
    
    
    
    254,633
 
 (1)
    
    Does not include any routine maintenance, which is expensed as incurred.(2)
    
    Includes transfers to and from property, plant and equipment and non-sale disposals and recoveries.(3)
    
    These units include the net additional units that were the result of splitting steel
containers into one or more shorter units, such as splitting a 40-foot container into two
20-foot units, or one 25-foot unit and one 15-foot unit and includes units moved from finished
goods to the lease fleet.  25




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##### Table of Contents



Number of
    
    
    PercentageBook Value
    
    
    Units
    
    
    of Units(In thousands)Steel storage containers
    
    $
    619,000
    
    
    
    205,606
    
    
    
    81
    %Steel and wood offices
    
    
    524,071
    
    
    
    41,856
    
    
    
    16
    %Van trailers
    
    
    4,857
    
    
    
    7,171
    
    
    
    3
    %Other (chassis and
ancillary products)
    
    
    2,5611,150,489Accumulated depreciation
    
    
    (105,894
    )$
    1,044,595
    
    
    
    254,633
    
    
    
    100
    %
   RESULTS OF OPERATIONS
 Three Months Ended March 31, 2010, Compared to
Three Months Ended March 31, 2009
      26




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LIQUIDITY AND CAPITAL RESOURCES
   Revolving Credit Facility.
   27




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Operating Activities.
 Investing Activities.
 Financing Activities.
  CONTRACTUAL OBLIGATIONS AND COMMITMENTS
    28




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OFF-BALANCE SHEET TRANSACTIONS
  SEASONALITY
  EFFECTS OF INFLATION
  CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
   Revenue Recognition.
 Share-Based Compensation.
  29




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Allowance for Doubtful Accounts.
 Three Months EndedMarch 31,2009
    
    
    2010(In thousands except per sharedata)As Reported:Net income
    
    $
    8,466
    
    
    $
    2,410Diluted earnings per share
    
    $
    0.20
    
    
    $
    0.06As adjusted for change in estimates:Net income
    
    $
    8,302
    
    
    $
    2,315Diluted earnings per share
    
    $
    0.19
    
    
    $
    0.06
  Impairment of Goodwill.
 
    
    significant under-performance relative to historical, expected or projected future
operating results;
 
    
    significant changes in the manner of our use of the acquired assets or the strategy for
our overall business;
 
    
    our market capitalization relative to net book value; and
 
    
    significant negative industry or general economic trends.
   30




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Impairment Long-Lived Assets
 Depreciation Policy.
    31




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Useful
    
    
    Three Months EndedSalvage
    
    
    Life in
    
    
    March 31,Value
    
    
    Years
    
    
    2009
    
    
    2010(In thousands except
per share data)As Reported (1):
    
    
    55
    %
    
    
    30Net income
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    $
    2,410Diluted earnings per share
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    $
    0.06As adjusted for change in estimates:
    
    
    70
    %
    
    
    20Net income
    
    
    
    
    
    
    
    
    
    $
    8,466
    
    
    $
    2,410Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.20
    
    
    $
    0.06As adjusted for change in estimates(2):
    
    
    62.5
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    8,466
    
    
    $
    2,410Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.20
    
    
    $
    0.06As adjusted for change in estimates:
    
    
    50
    %
    
    
    20Net income
    
    
    
    
    
    
    
    
    
    $
    7,070
    
    
    $
    965Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.16
    
    
    $
    0.02As adjusted for change in estimates:
    
    
    40
    %
    
    
    40Net income
    
    
    
    
    
    
    
    
    
    $
    8,466
    
    
    $
    2,410Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.20
    
    
    $
    0.06As adjusted for change in estimates:
    
    
    30
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    6,651
    
    
    $
    531Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.15
    
    
    $
    0.01As adjusted for change in estimates:
    
    
    25
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    6,372
    
    
    $
    242Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.15
    
    
    $
    0.01
 
 (1)
    
    Effective April 2009(2)
    
    Prior to April 2009 Insurance Reserves.
  Contingencies.
  32




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Deferred Taxes.
  Purchase Accounting.
 Earnings Per Share.
  RECENT ACCOUNTING PRONOUNCEMENTS
 Transfers of Financial Assets.
 Multiple Element Arrangements
  33




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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
  
    
    a continued economic slowdown in the U.S. and/or the U.K. that affects any significant
portion of our customer base, or the geographic regions where we operate in those countries
 
    
    our ability to manage growth at existing or new locations
 
    
    our European operations may divert our resources from other aspects of our business
 
    
    our ability to obtain borrowings under our credit facility or additional debt or equity
financing on acceptable terms
 
    
    changes in the supply and price of used ocean-going containers
 
    
    changes in the supply and cost of the raw materials we use in refurbishing or
remanufacturing storage units
 
    
    competitive developments affecting our industry, including pricing pressures in newer
markets
 
    
    the timing and number of new branches that we open or acquire
 
    
    our ability to protect our patents and other intellectual property
 
    
    currency exchange and interest rate fluctuations
 
    
    governmental laws and regulations affecting domestic and foreign operations, including
tax obligations, union formation and zoning laws
 
    
    changes in generally accepted accounting principles
 
    
    changes in local zoning laws affecting either our ability to operate in certain areas or
our customers ability to use our products
 
    
    any changes in business, political and economic conditions due to the threat of future
terrorist activity in the U.S. and other parts of the world and related U.S. military action
overseas
 
    
    increases in costs and expenses, including the cost of raw materials, real estate and
employment costs
 www.mobilemini.com
  34




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Swap Agreement.
  Impact of Foreign Currency Rate Changes.
 
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
   Changes in Internal Controls
  
 PART II. OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
   35




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ITEM 6. EXHIBITS
 Exhibits
 Number
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K.31.2
    
    
    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K.32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to item
601(b)(32) of Regulation S-K.
  36




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SIGNATURES
  MOBILE MINI, INC.Date:  May 10, 2010
    /s/ Mark E. FunkMark E. FunkChief Financial Officer and Executive Vice President  37