##### 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, 2009
 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 
incorporation or organization)
    
    (IRS Employer
Identification No.)
 7420 S. Kyrene Road, Suite 101
Tempe, Arizona 85283
 (480) 894-6311
 
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer
o 
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




---



##### 



MOBILE MINI, INC.
INDEX TO FORM 10-Q FILING
FOR THE QUARTER ENDED MARCH 31, 2009
 TABLE OF CONTENTS
 PAGENUMBERPART I. 
FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
December 31, 2008 and March 31, 2009 (unaudited)
    
    
    3Condensed Consolidated Statements of Income (unaudited)
Three Months Ended March 31, 2008 and March 31, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited)
Three Months Ended March 31, 2008 and March 31, 2009
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    37PART II. 
OTHER INFORMATIONItem 1A. Risk Factors
    
    
    37Item 6. Exhibits
    
    
    38SIGNATURESEX-31.1EX-31.2EX-32.1
  2




---



##### 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, 2008
    
    
    March 31, 2009(See Note A)
    
    
    (unaudited)ASSETSCash and cash equivalents
    
    $
    3,184
    
    
    $
    1,546Receivables, net of allowance for doubtful accounts of $7,193 and $6,378
at December 31, 2008 and March 31, 2009, respectively
    
    
    61,424
    
    
    
    49,397Inventories
    
    
    26,577
    
    
    
    25,393Lease fleet, net
    
    
    1,078,156
    
    
    
    1,069,929Property, plant and equipment, net
    
    
    88,509
    
    
    
    86,396Deposits and prepaid expenses
    
    
    13,287
    
    
    
    12,889Other assetsand intangibles, net
    
    
    35,063
    
    
    
    32,491Goodwill
    
    
    492,657
    
    
    
    492,395Total assets
    
    $
    1,798,857
    
    
    $
    1,770,436LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    21,433
    
    
    $
    15,867Accrued liabilities
    
    
    86,214
    
    
    
    74,886Lines of credit
    
    
    554,532
    
    
    
    530,023Notes payable
    
    
    1,380
    
    
    
    1,029Obligations under capital leases
    
    
    5,497
    
    
    
    5,143Senior notes, net
    
    
    345,797
    
    
    
    345,978Deferred income taxes
    
    
    134,786
    
    
    
    140,014Total liabilities
    
    
    1,149,639
    
    
    
    1,112,940Commitments and contingenciesConvertible preferred stock; $.01 par value, 20,000 shares authorized,
8,556 issued and outstanding at December 31, 2008 and March 31, 2009,
respectively, stated at liquidity preference values
    
    
    153,990
    
    
    
    153,990Stockholders equity:Common stock $.01 par value: 95,000 shares authorized, 37,489 issued and
35,314 outstanding at December 31, 2008 and 37,645 issued and 35,470
outstanding at March 31, 2009, respectively
    
    
    375
    
    
    
    376Additional paid-in capital
    
    
    328,696
    
    
    
    330,450Retained earnings
    
    
    242,935
    
    
    
    251,402Accumulated other comprehensive loss
    
    
    (37,478
    )
    
    
    (39,422
    )Treasury stock, at cost, 2,175 shares
    
    
    (39,300
    )
    
    
    (39,300
    )Total stockholders equity
    
    
    495,228
    
    
    
    503,506Total liabilities and stockholders equity
    
    $
    1,798,857
    
    
    $
    1,770,436
  3




---



##### Table of Contents



MOBILE MINI, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(unaudited)
 Three Months Ended March 31,2008
    
    
    2009Revenues:Leasing
    
    $
    70,036
    
    
    $
    89,516Sales
    
    
    8,098
    
    
    
    10,060Other
    
    
    407
    
    
    
    588Total revenues
    
    
    78,541
    
    
    
    100,164Costs and expenses:Cost of sales
    
    
    5,633
    
    
    
    6,869Leasing, selling and general expenses
    
    
    43,470
    
    
    
    51,572Integration, merger and restructuring expenses
    
    
    
    
    
    
    2,214Depreciation and amortization
    
    
    5,669
    
    
    
    10,253Total costs and expenses
    
    
    54,772
    
    
    
    70,908Income from operations
    
    
    23,769
    
    
    
    29,256Other income (expense):Interest income
    
    
    33
    
    
    
    3Interest expense
    
    
    (6,145
    )
    
    
    (15,241
    )Foreign currency exchange loss
    
    
    (11
    )
    
    
    (83
    )Income before provision for income taxes
    
    
    17,646
    
    
    
    13,935Provision for income taxes
    
    
    6,988
    
    
    
    5,469Net income
    
    
    10,658
    
    
    
    8,466Earnings allocable to preferred stock
    
    
    
    
    
    
    (1,688
    )Net income available to common stockholders
    
    $
    10,658
    
    
    $
    6,778Earnings per share:Basic
    
    $
    0.31
    
    
    $
    0.20Diluted
    
    $
    0.31
    
    
    $
    0.20Weighted average number of common and common share equivalents outstanding:Basic
    
    
    34,086
    
    
    
    34,344Diluted
    
    
    34,311
    
    
    
    42,982
  4




---



##### Table of Contents



MOBILE MINI, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 Three Months Ended March 31,2008
    
    
    2009Cash Flows From Operating Activities:Net income
    
    $
    10,658
    
    
    $
    8,466Adjustments to reconcile income to net cash provided by operating
activities:Provision for doubtful accounts
    
    
    568
    
    
    
    1,080Amortization of deferred financing costs
    
    
    218
    
    
    
    1,294Share-based compensation expense
    
    
    988
    
    
    
    1,621Depreciation and amortization
    
    
    5,669
    
    
    
    10,253Gain on sale of lease fleet units
    
    
    (1,491
    )
    
    
    (2,845
    )Loss on disposal of property, plant and equipment
    
    
    29
    
    
    
    25Deferred income taxes
    
    
    6,988
    
    
    
    5,461Foreign currency transaction loss
    
    
    11
    
    
    
    83Changes in certain assets and liabilities:Receivables
    
    
    2,065
    
    
    
    10,647Inventories
    
    
    (503
    )
    
    
    430Deposits and prepaid expenses
    
    
    543
    
    
    
    330Other assets and intangibles
    
    
    (4,331
    )
    
    
    (181
    )Accounts payable
    
    
    (3,356
    )
    
    
    (5,477
    )Accrued liabilities
    
    
    2,874
    
    
    
    (10,587
    )Net cash provided by operating activities
    
    
    20,930
    
    
    
    20,600Cash Flows From Investing Activities:Cash adjustment for business acquired
    
    
    (18
    )
    
    
    Additions to lease fleet
    
    
    (19,220
    )
    
    
    (5,159
    )Proceeds from sale of lease fleet units
    
    
    4,416
    
    
    
    8,542Additions to property, plant and equipment
    
    
    (1,675
    )
    
    
    (2,032
    )Proceeds from sale of property, plant and equipment
    
    
    4
    
    
    
    93Net cash (used in) provided by investing activities
    
    
    (16,493
    )
    
    
    1,444Cash Flows From Financing Activities:Net repayments under lines of credit
    
    
    (438
    )
    
    
    (24,509
    )Principal payments on notes payable
    
    
    (339
    )
    
    
    (350
    )Principal payments on capital lease obligations
    
    
    (5
    )
    
    
    (353
    )Issuance of common stock, net
    
    
    519
    
    
    
    4Net cash used in financing activities
    
    
    (263
    )
    
    
    (25,208
    )Effect of exchange rate changes on cash
    
    
    (454
    )
    
    
    1,526Net increase (decrease) in cash
    
    
    3,720
    
    
    
    (1,638
    )Cash at beginning of period
    
    
    3,703
    
    
    
    3,184Cash at end of period
    
    $
    7,423
    
    
    $
    1,546Supplemental Disclosure of Cash Flow Information:Interest rate swap changes in value charged (credited) to equity
    
    $
    1,486
    
    
    $
    (74
    )
  5




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
         Business Combinations Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies
 6




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 Noncontrolling Interests in Consolidated Financial
Statements  An Amendment of ARB No. 51 Consolidated Financial Statements
 Disclosures about Derivative Instruments and Hedging
Activities  An Amendment of FASB Statement No. 133
 Accounting for Defensive Intangible Assets
 Interim Disclosure about Fair Value of
Financial Instruments Disclosures about Fair Value of Financial Instruments Interim Financial Reporting
  Fair Value Measurements
 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.
 7




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  QuotedPrices inActive
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    Inputs
    
    ValuationFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    TechniqueMarch 31, 2009:Interest rate swap agreements
    
    $
    (11,412
    )
    
    $
    
    
    
    $
    (11,412
    )
    
    $
    
    
    
    
    (1
    )December 31, 2008:Interest rate swap agreements
    
    $
    (11,532
    )
    
    $
    
    
    
    $
    (11,532
    )
    
    $
    
    
    
    
    (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 which 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 March 31, 2009, the fair value of
interest rate swap agreements is recorded in accrued liabilities in the Companys condensed
consolidated balance sheet.     Participating Securities and the Two-Class Method under FASB Statement 128 )
 8




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  Three Months Ended March 31,2008
    
    
    2009(In thousands except earnings per share data)Historical net income per share:Numerator:Net income
    
    $
    10,658
    
    
    $
    8,466Less: Earnings allocable to preferred stock
    
    
    
    
    
    
    (1,688
    )Net income available to common stockholders
    

    $
    10,658

    
    
    $
    6,778Basic EPS Denominator:Common stock outstanding beginning of period
    
    
    34,041
    
    
    
    34,324Effect of weighting shares:Weighted shares issued during the period ended March 31,
    
    
    45
    
    
    
    20Denominator for basic net income per share
    
    
    34,086
    
    
    
    34,344Diluted EPS Denominator:Common stock outstanding beginning of period
    
    
    34,041
    
    
    
    34,324Effect of weighting shares:Weighted shares issued during the period ended March 31,
    
    
    45
    
    
    
    20Dilutive effect of employee stock options on nonvested
share-awards assumed converted during the period ended
March 31,
    
    
    225
    
    
    
    82Dilutive effect of convertible preferred stock assumed
converted during the period ended March 31,
    
    
    
    
    
    
    8,556Denominator for diluted net income per share
    
    
    34,311
    
    
    
    42,982Basic net income per share
    
    $
    0.31
    
    
    $
    0.20Diluted net income per share
    
    $
    0.31
    
    
    $
    0.20
  9




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
         2008
    
    
    2009Gross share-based compensation
    
    $
    1,246
    
    
    $
    1,751Capitalized share-based compensation
    
    
    (258
    )
    
    
    (130
    )Share-based compensation expense
    
    $
    988
    
    
    $
    1,621
  Number of
    
    WeightedShares
    
    Average(In thousands)
    
    Exercise PriceBalance at December 31, 2008
    
    
    1,750
    
    
    $
    17.45Exercised
    
    
    (1
    )
    
    $
    9.28Canceled/expired
    
    
    (30
    )
    
    $
    25.50Balance at March 31, 2009
    
    
    1,719
    
    
    $
    17.34
  10




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  Number of
    
    Weighted AverageShares
    
    Grant Date Fair(In thousands)
    
    ValueNonvested at December 31, 2008
    
    
    990
    
    
    $
    18.03Awarded
    
    
    193
    
    
    $
    11.86Released
    
    
    (46
    )
    
    $
    21.40Forfeited
    
    
    (38
    )
    
    $
    22.62Nonvested at March 31, 2009
    
    
    1,099
    
    
    $
    16.90
  WeightedNumber of
    
    Weighted
    
    Average
    
    AggregateShares
    
    Average
    
    Remaining
    
    Intrinsic(In
    
    Exercise
    
    Contractual
    
    Value (Inthousands)
    
    Price
    
    Term
    
    thousands)Outstanding
    
    
    1,719
    
    
    $
    17.34
    
    
    
    4.6
    
    
    $
    686Vested and expected to vest
    
    
    1,569
    
    
    $
    16.79
    
    
    
    4.4
    
    
    $
    686Exercisable
    
    
    1,416
    
    
    $
    16.36
    
    
    
    4.2
    
    
    $
    686
     11




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 December 31, 2008
    
    
    March 31, 2009(In thousands)Raw material and supplies
    
    $
    16,991
    
    
    $
    16,824Work-in-process
    
    
    1,611
    
    
    
    1,307Finished portable storage units
    
    
    7,975
    
    
    
    7,262$
    26,577
    
    
    $
    25,393
 
 Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109 Accounting for Income Taxes
     December 31, 2008
    
    
    March 31, 2009(In thousands)Land
    
    $
    10,978
    
    
    $
    10,950Vehicles and equipment
    
    
    78,592
    
    
    
    78,543Buildings and improvements
    
    
    13,868
    
    
    
    14,109Office fixtures and equipment
    
    
    20,948
    
    
    
    21,822124,386
    
    
    
    125,424Less accumulated depreciation
    
    
    (35,877
    )
    
    
    (39,028
    )Total property, plant and equipment
    
    $
    88,509
    
    
    $
    86,396
 12




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 NOTE K
     December 31, 2008
    
    
    March 31, 2009(In thousands)Steel storage containers
    
    $
    616,750
    
    
    $
    616,088Offices
    
    
    523,242
    
    
    
    521,651Van trailers
    
    
    15,610
    
    
    
    14,176Other
    
    
    2,161
    
    
    
    2,5481,157,763
    
    
    
    1,154,463Accumulated depreciation
    
    
    (79,607
    )
    
    
    (84,534
    )$
    1,078,156
    
    
    $
    1,069,929
     13




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  Derivatives in Statement 133 Fair Value
    
    
    
    
    
    Fair ValueHedging Relationships
    
    Balance Sheet Location
    
    
    (in thousands)March 31, 2009:Interest rate swap agreements
    
    Accrued liabilities
    
    $
    (11,412
    )December 31, 2008:Interest rate swap agreements
    
    Accrued liabilities
    
    $
    (11,532
    )
 Amount of Gain or (Loss)Recognized in OCI onDerivatives in Statement 133 Fair Value
    
    DerivativeHedging Relationships
    
    (in thousands)Three months ended March 31, 2009:Interest rate swap agreements, (net of applicable income taxes of $46,000)
    $
    74Three months ended March 31, 2008:Interest rate swap agreements, (net of income tax benefit of $0.9 million)
$
(1,486
)
 NOTE
M
 Disclosures about Segments of
an Enterprise and Related Information,
    14




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  Three Months EndedMarch 31,2008
    
    
    2009(In thousands)North America
    
    $
    71,815
    
    
    $
    85,431United Kingdom
    
    
    5,163
    
    
    
    13,870The Netherlands
    
    
    1,563
    
    
    
    863Total revenues
    
    $
    78,541
    
    
    $
    100,164
  December 31, 2008
    
    
    March 31, 2009(In thousands)North America
    
    $
    1,041,540
    
    
    $
    1,033,144United Kingdom
    
    
    120,914
    
    
    
    119,277The Netherlands
    
    
    4,211
    
    
    
    3,904Total long-lived assets
    
    $
    1,166,665
    
    
    $
    1,156,325
 NOTE N
  Three Months EndedMarch 31,2008
    
    
    2009(In thousands)Net income
    
    $
    10,658
    
    
    $
    8,466Net unrealized holding (loss) gain on derivatives
    
    
    (1,486
    )
    
    
    74Foreign currency translation adjustment
    
    
    (33
    )
    
    
    (2,018
    )Total comprehensive income
    
    $
    9,139
    
    
    $
    6,522
  December 31, 2008
    
    
    March 31, 2009(In thousands)Accumulated net unrealized holding gain on derivatives
    
    $
    (7,068
    )
    
    $
    (6,994
    )Foreign currency translation adjustment
    
    
    (30,410
    )
    
    
    (32,428
    )Total accumulated other comprehensive loss
    
    $
    (37,478
    )
    
    $
    (39,422
    )
    15




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  LeaseSeverance and
    
    
    Abandonment
    
    
    AcquisitionBenefits
    
    
    Costs
    
    
    Integration
    
    
    Total(In thousands)Accrued obligations as of December 31, 2008
    
    $
    2,009
    
    
    $
    8,411
    
    
    $
    1,143
    
    
    $
    11,563Integration, merger and restructuring expenses
    
    
    806
    
    
    
    
    
    
    
    1,408
    
    
    
    2,214Cash paid
    
    
    (2,074
    )
    
    
    (1,111
    )
    
    
    (2,413
    )
    
    
    (5,598
    )Accrued obligations as of March 31, 2009
    
    $
    741
    
    
    $
    7,300
    
    
    $
    138
    
    
    $
    8,179
   Severance and benefits
    
    $
    806Acquisition integration
    
    
    1,408Integration, merger and restructuring expenses
    
    $

    2,214
   Three Months Ended March 31,2008(In thousands except per data share)Total revenue
    
    $
    138,755Net income
    
    $
    10,226Diluted earnings per share
    
    $
    0.24
       16




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
As of March 31, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations

    
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    516
    
    
    $
    1,030
    
    
    $
    
    
    
    $
    1,546Receivables, net
    
    
    36,355
    
    
    
    13,042
    
    
    
    
    
    
    
    49,397Inventories
    
    
    22,839
    
    
    
    2,603
    
    
    
    (49
    )
    
    
    25,393Lease fleet, net
    
    
    963,123
    
    
    
    106,806
    
    
    
    
    
    
    
    1,069,929Property, plant and equipment, net
    
    
    70,021
    
    
    
    16,375
    
    
    
    
    
    
    
    86,396Deposits and prepaid expenses
    
    
    11,642
    
    
    
    1,247
    
    
    
    
    
    
    
    12,889Other assets and intangibles, net
    
    
    26,266
    
    
    
    6,225
    
    
    
    
    
    
    
    32,491Goodwill
    
    
    435,735
    
    
    
    56,660
    
    
    
    
    
    
    
    492,395Intercompany
    
    
    131,527
    
    
    
    35,971
    
    
    
    (167,498
    )
    
    
    Total assets
    
    $
    1,698,024
    
    
    $
    239,959
    
    
    $
    (167,547
    )
    
    $
    1,770,436LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    9,092
    
    
    $
    6,775
    
    
    $
    
    
    
    $
    15,867Accrued liabilities
    
    
    70,231
    
    
    
    4,655
    
    
    
    
    
    
    
    74,886Lines of credit
    
    
    426,963
    
    
    
    103,060
    
    
    
    
    
    
    
    530,023Notes payable
    
    
    968
    
    
    
    61
    
    
    
    
    
    
    
    1,029Obligations under capital leases
    
    
    5,142
    
    
    
    1
    
    
    
    
    
    
    
    5,143Senior notes, net
    
    
    345,978
    
    
    
    
    
    
    
    
    
    
    
    345,978Deferred income taxes
    
    
    130,296
    
    
    
    10,201
    
    
    
    (483
    )
    
    
    140,014Intercompany
    
    
    24
    
    
    
    30,471
    
    
    
    (30,495
    )
    
    
    Total liabilities
    
    
    988,694
    
    
    
    155,224
    
    
    
    (30,978
    )
    
    
    1,112,940Commitments and contingenciesConvertible preferred stock
    
    
    153,990
    
    
    
    
    
    
    
    
    
    
    
    153,990Stockholders equity:Common stock
    
    
    376
    
    
    
    18,433
    
    
    
    (18,433
    )
    
    
    376Additional paid-in capital
    
    
    330,450
    
    
    
    119,165
    
    
    
    (119,165
    )
    
    
    330,450Retained earnings
    
    
    272,169
    
    
    
    (21,796
    )
    
    
    1,029
    
    
    
    251,402Accumulated other comprehensive loss
    
    
    (8,355
    )
    
    
    (31,067
    )
    
    
    
    
    
    
    (39,422
    )Treasury stock, at cost
    
    
    (39,300
    )
    
    
    
    
    
    
    
    
    
    
    (39,300
    )Total stockholders equity
    
    
    555,340
    
    
    
    84,735
    
    
    
    (136,569
    )
    
    
    503,506Total liabilities and stockholders equity
    
    $
    1,698,024
    
    
    $
    239,959
    
    
    $
    (167,547
    )
    
    $
    1,770,436
 17




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2008
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations

    
    
   ConsolidatedASSETSCash
    
    $
    2,208
    
    
    $
    976
    
    
    $
    
    
    
    $
    3,184Receivables, net
    
    
    45,827
    
    
    
    15,597
    
    
    
    
    
    
    
    61,424Inventories
    
    
    23,644
    
    
    
    2,982
    
    
    
    (49
    )
    
    
    26,577Lease fleet, ne
    
    
    969,432
    
    
    
    108,724
    
    
    
    
    
    
    
    1,078,156Property, plant and equipment, net
    
    
    72,108
    
    
    
    16,401
    
    
    
    
    
    
    
    88,509Deposits and prepaid expenses
    
    
    12,130
    
    
    
    1,157
    
    
    
    
    
    
    
    13,287Other assets and intangibles, net
    
    
    28,144
    
    
    
    6,919
    
    
    
    
    
    
    
    35,063Goodwill
    
    
    435,450
    
    
    
    57,207
    
    
    
    
    
    
    
    492,657Intercompany
    
    
    131,257
    
    
    
    35,782
    
    
    
    (167,039
    )
    
    
    Total assets
    
    $
    1,720,200
    
    
    $
    245,745
    
    
    $
    (167,088
    )
    
    $
    1,798,857LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    12,361
    
    
    $
    9,072
    
    
    $
    
    
    
    $
    21,433Accrued liabilities
    
    
    81,146
    
    
    
    5,068
    
    
    
    
    
    
    
    86,214Lines of credit
    
    
    450,053
    
    
    
    104,479
    
    
    
    
    
    
    
    554,532Notes payable
    
    
    1,306
    
    
    
    74
    
    
    
    
    
    
    
    1,380Obligations under capital leases
    
    
    5,495
    
    
    
    2
    
    
    
    
    
    
    
    5,497Senior notes
    
    
    345,797
    
    
    
    
    
    
    
    
    
    
    
    345,797Deferred income taxes
    
    
    124,858
    
    
    
    10,363
    
    
    
    (435
    )
    
    
    134,786Intercompany
    
    
    23
    
    
    
    29,626
    
    
    
    (29,649
    )
    
    
    Total liabilities
    
    
    1,021,039
    
    
    
    158,684
    
    
    
    (30,084
    )
    
    
    1,149,639Commitments and contingenciesConvertible preferred stock
    
    
    153,990
    
    
    
    
    
    
    
    
    
    
    
    153,990Stockholders equity:Common stock
    
    
    375
    
    
    
    18,433
    
    
    
    (18,433
    )
    
    
    375Additional paid-in capital
    
    
    328,696
    
    
    
    119,165
    
    
    
    (119,165
    )
    
    
    328,696Retained earnings
    
    
    263,498
    
    
    
    (21,157
    )
    
    
    594
    
    
    
    242,935Accumulated other comprehensive loss
    
    
    (8,098
    )
    
    
    (29,380
    )
    
    
    
    
    
    
    (37,478
    )Treasury stock, at cost
    
    
    (39,300
    )
    
    
    
    
    
    
    
    
    
    
    (39,300
    )Total stockholders equity
    
    
    545,171
    
    
    
    87,061
    
    
    
    (137,004
    )
    
    
    495,228Total liabilities and stockholders equity
    
    $
    1,720,200
    
    
    $
    245,745
    
    
    $
    (167,088
    )
    
    $
    1,798,857
 18




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  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
 19




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2008
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    65,342
    
    
    $
    4,694
    
    
    $
    
    
    
    $
    70,036Sales
    
    
    6,211
    
    
    
    1,895
    
    
    
    (8
    )
    
    
    8,098Other
    
    
    262
    
    
    
    145
    
    
    
    
    
    
    
    407Total revenues
    
    
    71,815
    
    
    
    6,734
    
    
    
    (8
    )
    
    
    78,541Costs and expenses:Cost of sales
    
    
    4,086
    
    
    
    1,554
    
    
    
    (7
    )
    
    
    5,633Leasing, selling and general expenses
    
    
    38,592
    
    
    
    4,878
    
    
    
    
    
    
    
    43,470Depreciation and amortization
    
    
    5,075
    
    
    
    594
    
    
    
    
    
    
    
    5,669Total costs and expenses
    
    
    47,753
    
    
    
    7,026
    
    
    
    (7
    )
    
    
    54,772Income (loss) from operations
    
    
    24,062
    
    
    
    (292
    )
    
    
    (1
    )
    
    
    23,769Other income (expense):Interest income
    
    
    330
    
    
    
    22
    
    
    
    (319
    )
    
    
    33Interest expense
    
    
    (5,478
    )
    
    
    (986
    )
    
    
    319
    
    
    
    (6,145
    )Foreign currency exchange
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Income (loss) before provision for
(benefit from) income taxes
    
    
    18,914
    
    
    
    (1,267
    )
    
    
    
    
    
    
    17,646Provision for (benefit from) income taxes
    
    
    7,328
    
    
    
    (308
    )
    
    
    (32
    )
    
    
    6,988Net income (loss)
    
    $
    11,586
    
    
    $
    (959
    )
    
    $
    31
    
    
    $
    10,658
 20




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  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:Receivables
    
    
    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
 21




---



##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2008
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash Flows From Operating Activities:Net income (loss)
    
    $
    11,586
    
    
    $
    (959
    )
    
    $
    31
    
    
    $
    10,658Adjustments to reconcile income to net cash provided by
(used in) operating activities:Provision for doubtful accounts
    
    
    511
    
    
    
    57
    
    
    
    
    
    
    
    568Amortization of deferred financing costs
    
    
    218
    
    
    
    
    
    
    
    
    
    
    
    218Share-based compensation expense
    
    
    867
    
    
    
    121
    
    
    
    
    
    
    
    988Depreciation and amortization
    
    
    5,075
    
    
    
    594
    
    
    
    
    
    
    
    5,669Gain on sale of lease fleet units
    
    
    (1,323
    )
    
    
    (168
    )
    
    
    
    
    
    
    (1,491
    )Loss on disposal of property, plant and equipment
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    29Deferred income taxes
    
    
    7,328
    
    
    
    (307
    )
    
    
    (33
    )
    
    
    6,988Foreign currency exchange gain
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    11Changes in certain assets and liabilities:Receivables
    
    
    1,590
    
    
    
    475
    
    
    
    
    
    
    
    2,065Inventories
    
    
    (572
    )
    
    
    69
    
    
    
    
    
    
    
    (503
    )Deposits and prepaid expenses
    
    
    768
    
    
    
    (225
    )
    
    
    
    
    
    
    543Other assets and intangibles
    
    
    (4,331
    )
    
    
    
    
    
    
    
    
    
    
    (4,331
    )Accounts payable
    
    
    (3,490
    )
    
    
    134
    
    
    
    
    
    
    
    (3,356
    )Accrued liabilities
    
    
    3,282
    
    
    
    (408
    )
    
    
    
    
    
    
    2,874Intercompany
    
    
    (268
    )
    
    
    94
    
    
    
    174
    
    
    
    Net cash provided by (used in) operating activities
    
    
    21,270
    
    
    
    (512
    )
    
    
    172
    
    
    
    20,930Cash Flows From Investing Activities:Cash adjustment for business acquired
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    (18
    )Additions to lease fleet units
    
    
    (14,120
    )
    
    
    (5,100
    )
    
    
    
    
    
    
    (19,220
    )Proceeds from sale of lease fleet units
    
    
    3,595
    
    
    
    819
    
    
    
    2
    
    
    
    4,416Additions to property, plant and equipment
    
    
    (1,478
    )
    
    
    (197
    )
    
    
    
    
    
    
    (1,675
    )Proceeds from sale of property, plant and equipment
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Net cash (used in) provided by investing activities
    
    
    (12,017
    )
    
    
    (4,478
    )
    
    
    2
    
    
    
    (16,493
    )Cash Flows From Financing Activities:Net (repayments) borrowings under lines of credit
    
    
    (7,500
    )
    
    
    7,038
    
    
    
    24
    
    
    
    (438
    )Principal payments of notes payable
    
    
    (339
    )
    
    
    
    
    
    
    
    
    
    
    (339
    )Principal payments on capital lease obligations
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    (5
    )Issuance of common stock, net
    
    
    519
    
    
    
    
    
    
    
    
    
    
    
    519Net cash (used in) provided by financing activities
    
    
    (7,325
    )
    
    
    7,038
    
    
    
    24
    
    
    
    (263
    )Effect of exchange rate changes on cash
    
    
    (532
    )
    
    
    276
    
    
    
    (198
    )
    
    
    (454
    )Net increase in cash
    
    
    1,396
    
    
    
    2,324
    
    
    
    
    
    
    
    3,720Cash at beginning of period
    
    
    2,033
    
    
    
    1,670
    
    
    
    
    
    
    
    3,703Cash at end of period
    
    $
    3,429
    
    
    $
    3,994
    
    
    $
    
    
    
    $
    7,423
 22




---



##### Table of Contents



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, 2008 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 2, 2009. 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
       23




---



##### Table of Contents




    
    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 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
 24




---



##### Table of Contents




    
    whether EBITDA historically has remained at positive levels.
   Three Months EndedMarch 31,2008
    
    
    2009(In thousands)EBITDA
    
    $
    29,460
    
    
    $
    39,429Interest paid
    
    
    (3,278
    )
    
    
    (16,129
    )Income and franchise taxes paid
    
    
    (102
    )
    
    
    (144
    )Share-based compensation expense
    
    
    988
    
    
    
    1,621Gain on sale of lease fleet units
    
    
    (1,491
    )
    
    
    (2,845
    )Loss on disposal of property, plant and equipment
    
    
    29
    
    
    
    25Changes in certain assets and liabilities:Receivables
    
    
    2,633
    
    
    
    11,727Inventories
    
    
    (503
    )
    
    
    430Deposits and prepaid expenses
    
    
    543
    
    
    
    330Other assets and intangibles
    
    
    (4,331
    )
    
    
    (181
    )Accounts payable and accrued liabilities
    
    
    (3,018
    )
    
    
    (13,663
    )Net cash provided by operating activities
    
    $
    20,930
    
    
    $
    20,600
  Three Months EndedMarch 31,2008
    
    
    2009(In thousands exceptpercentages)Net income
    
    $
    10,658
    
    
    $
    8,466Interest expense
    
    
    6,145
    
    
    
    15,241Provision for income taxes
    
    
    6,988
    
    
    
    5,469Depreciation and amortization
    
    
    5,669
    
    
    
    10,253EBITDA
    
    $
    29,460
    
    
    $
    39,429EBITDA margin(1)
    
    
    37.5
    %
    
    
    39.4
    %EBITDA and EBITDA margin(1) excluding integration, merger and restructuring expenses in 2009:
    
    
    
    
    
    $
    41,64341.6
    %
 
 (1)
    
    EBITDA margin is calculated as EBITDA divided by total revenues expressed as a percentage.  25




---



##### Table of Contents



Accounting and Operating Overview
     Dollars
    
    
    Units(In thousands)Lease fleet at December 31, 2008, net
    
    $
    1,078,156
    
    
    
    273,748Purchases:Container purchases and containers, including freight
    
    
    68
    
    
    
    41Non-core units
    
    
    75
    
    
    
    35Manufactured units:Steel storage containers, combination storage/office combo units and steel
security offices
    
    
    118
    
    
    
    6Remanufacturing and customization (3):Remanufacturing or customization of units purchased or acquired in the current year
    
    
    8Remanufacturing or customization of 98 units purchased in a prior year
    
    
    1,817
    
    
    
    55
    (1)Remanufacturing or customization of 1,485 units obtained through acquisition in a
prior year
    
    
    3,525
    
    
    
    200
    (2)Other
    
    
    (866
    )
    
    
    (588
    )(4)Cost of sales from lease fleet
    
    
    (5,712
    )
    
    
    (3,579
    )Effect of exchange rate changes
    
    
    (789
    )Depreciation
    
    
    (6,471
    )Lease fleet at March 31, 2009, net
    
    $
    1,069,929
    
    
    
    269,918
 
 (1)
    
    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 containers into two 20-foot units, or one 25-foot unit and one 15-foot unit.(2)
    
    Includes units moved from finished goods to lease fleet.(3)
    
    Does not include any routine maintenance, which is expensed as incurred.(4)
    
    Includes net units transferred in and out of the lease fleet. 26




---



##### Table of Contents



Number of
    
    
    PercentageBook Value
    
    
    Units
    
    
    of Units(In thousands)Steel storage containers
    
    $
    616,088
    
    
    
    214,283
    
    
    
    79
    %Mobile offices
    
    
    521,651
    
    
    
    42,989
    
    
    
    16
    %Van trailers
    
    
    14,176
    
    
    
    12,438
    
    
    
    5
    %Other, primarily chassis
    
    
    2,548
    
    
    
    2081,154,463Accumulated depreciation
    
    
    (84,534
    )$
    1,069,929
    
    
    
    269,918
    
    
    
    100
    %
   27




---



##### Table of Contents



RESULTS OF OPERATIONS
 Three Months Ended March 31, 2009, Compared to
Three Months Ended March 31, 2008
         28




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Revolving Credit Facility.
     Operating Activities.
 29




---



##### Table of Contents



Investing Activities.
 Financing Activities.
  CONTRACTUAL OBLIGATIONS AND COMMITMENTS
    OFF-BALANCE SHEET TRANSACTIONS
  SEASONALITY
  30




---



##### Table of Contents



EFFECTS OF INFLATION
  CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
   Revenue Recognition.
 Share-Based Compensation.
 Allowance for Doubtful Accounts.
 31




---



##### Table of Contents



Three Months EndedMarch 31,2008
    
    
    2009(In thousands except pershare data)As Reported:Net income
    
    $
    10,658
    
    
    $
    8,466Diluted earnings per share
    
    $
    0.31
    
    
    $
    0.20As adjusted for change in estimates:Net income
    
    $
    10,572
    
    
    $
    8,302Diluted earnings per share
    
    $
    0.31
    
    
    $
    0.19
  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.
 Goodwill and Other Intangible Asset
  32




---



##### Table of Contents



Impairment Long-Lived Assets
 Depreciation Policy.
  Useful
    
    Three Months EndedSalvage
    
    Life in
    
    March 31,Value
    
    Years
    
    2008
    
    2009(In thousands except per share dataAs Reported:
    
    
    62.5
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    10,658
    
    
    $
    8,466Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.31
    
    
    $
    0.20As adjusted for change in estimates:
    
    
    70
    %
    
    
    20Net income
    
    
    
    
    
    
    
    
    
    $
    10,658
    
    
    $
    8,466Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.31
    
    
    $
    0.20As adjusted for change in estimates:
    
    
    50
    %
    
    
    20Net income
    
    
    
    
    
    
    
    
    
    $
    9,664
    
    
    $
    7,070Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.28
    
    
    $
    0.16As adjusted for change in estimates:
    
    
    40
    %
    
    
    40Net income
    
    
    
    
    
    
    
    
    
    $
    10,658
    
    
    $
    8,466Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.31
    
    
    $
    0.20As adjusted for change in estimates:
    
    
    30
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    9,366
    
    
    $
    6,651Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.27
    
    
    $
    0.15As adjusted for change in estimates:
    
    
    25
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    11,372
    
    
    $
    6,372Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.27
    
    
    $
    0.15
 Insurance Reserves.
 33




---



##### Table of Contents



Contingencies.
 Deferred Taxes.
  Purchase Accounting.
  Earnings per share.
  RECENT ACCOUNTING PRONOUNCEMENTS
 Business Combinations
 34




---



##### Table of Contents



Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies
 Noncontrolling Interests in Consolidated Financial
Statements  An Amendment of ARB No. 51 Consolidated Financial Statements
 Disclosures about Derivative Instruments and Hedging
Activities  An Amendment of FASB Statement No. 133
 Accounting for Defensive Intangible Assets
 Interim Disclosure about Fair Value of
Financial Instruments Disclosures about Fair Value of Financial Instruments Interim Financial Reporting
 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, including an economic slowdown in certain geographic regions
where we operate in those countries.
 35




---



##### Table of Contents




    
    our ability to manage our planned growth, both internally and at new branches
    
    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 manufacturing storage
units, including steel
    
    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
    
    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 cost of raw materials and employment costs
 www.mobilemini.com
 36




---



##### Table of Contents



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
  37




---



##### Table of Contents



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.
 38




---



##### Table of Contents



SIGNATURES
  MOBILE MINI, INC.Date:  May 8, 2009
    /s/ Mark E. FunkMark E. FunkChief Financial Officer &
Executive Vice President 39