##### 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 June 30, 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
(State or other jurisdiction of 
incorporation or organization)
    
    86-0748362
(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




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##### 



MOBILE MINI, INC.
INDEX TO FORM 10-Q FILING
FOR THE QUARTER ENDED JUNE 30, 2009
 TABLE OF CONTENTS
 PAGENUMBERPART I.FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
December 31, 2008 and June 30, 2009 (unaudited)
    
    
    3Condensed Consolidated Statements of Income (unaudited)
Three Months Ended June 30, 2008 and June 30, 2009
    
    
    4Six Months Ended June 30, 2008 and June 30, 2009
    
    
    5Condensed Consolidated Statements of Cash Flows (unaudited)
Six Months Ended June 30, 2008 and June 30, 2009
    
    
    6Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    43Item 4.
    
    Controls and Procedures
    
    
    43PART II.OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    43Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    44Item 6.
    
    Exhibits
    
    
    44SIGNATURESEX-31.1EX-31.2EX-32.1
  2




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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, 2008
    
    
    June 30, 2009(See Note A)
    
    
    (unaudited)ASSETSCash and cash equivalents
    
    $
    3,184
    
    
    $
    3,871Receivables, net of allowance for doubtful accounts of $7,193 and $5,681 at
December 31, 2008 and June 30, 2009, respectively
    
    
    61,424
    
    
    
    44,864Inventories
    
    
    26,577
    
    
    
    24,327Lease fleet, net
    
    
    1,078,156
    
    
    
    1,069,758Property, plant and equipment, net
    
    
    88,509
    
    
    
    85,893Deposits and prepaid expenses
    
    
    13,287
    
    
    
    10,951Other assetsand intangibles, net
    
    
    35,063
    
    
    
    31,038Goodwill
    
    
    492,657
    
    
    
    515,558Total assets
    
    $
    1,798,857
    
    
    $
    1,786,260LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    21,433
    
    
    $
    16,686Accrued liabilities
    
    
    86,214
    
    
    
    71,899Lines of credit
    
    
    554,532
    
    
    
    521,672Notes payable
    
    
    1,380
    
    
    
    673Obligations under capital leases
    
    
    5,497
    
    
    
    4,783Senior notes, net
    
    
    345,797
    
    
    
    346,163Deferred income taxes
    
    
    134,786
    
    
    
    145,233Total liabilities
    
    
    1,149,639
    
    
    
    1,107,109Commitments and contingenciesConvertible preferred stock; $.01 par value, 20,000 shares authorized,
8,556 issued and outstanding at December 31, 2008 and June 30, 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 37,646 issued and 35,471
outstanding at
June 30, 2009, respectively
    
    
    375
    
    
    
    376Additional paid-in capital
    
    
    328,696
    
    
    
    332,459Retained earnings
    
    
    242,935
    
    
    
    256,629Accumulated other comprehensive loss
    
    
    (37,478
    )
    
    
    (25,003
    )Treasury stock, at cost, 2,175 shares
    
    
    (39,300
    )
    
    
    (39,300
    )Total stockholders equity
    
    
    495,228
    
    
    
    525,161Total liabilities and stockholders equity
    
    $
    1,798,857
    
    
    $
    1,786,260
  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 June 30,2008
    
    
    2009Revenues:Leasing
    
    $
    72,849
    
    
    $
    84,397Sales
    
    
    7,825
    
    
    
    9,858Other
    
    
    411
    
    
    
    669Total revenues
    
    
    81,085
    
    
    
    94,924Costs and expenses:Cost of sales
    
    
    5,358
    
    
    
    6,620Leasing, selling and general expenses
    
    
    43,796
    
    
    
    49,075Integration, merger and restructuring expenses
    
    
    11,609
    
    
    
    5,629Depreciation and amortization
    
    
    5,747
    
    
    
    10,434Total costs and expenses
    
    
    66,510
    
    
    
    71,758Income from operations
    
    
    14,575
    
    
    
    23,166Other income (expense):Interest income
    
    
    29
    
    
    
    3Interest expense
    
    
    (6,419
    )
    
    
    (14,966
    )Foreign currency exchange gain
    
    
    3
    
    
    
    8Income before provision for income taxes
    
    
    8,188
    
    
    
    8,211Provision for income taxes
    
    
    3,327
    
    
    
    2,984Net income
    
    
    4,861
    
    
    
    5,227Earnings allocable to preferred stock
    
    
    (40
    )
    
    
    (1,041
    )Net income available to common stockholders
    
    $
    4,821
    
    
    $
    4,186Earnings per share:Basic
    
    $
    0.14
    
    
    $
    0.12Diluted
    
    $
    0.14
    
    
    $
    0.12Weighted average number of common and common share equivalents outstanding:Basic
    
    
    34,115
    
    
    
    34,390Diluted
    
    
    34,969
    
    
    
    43,111
  4




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##### Table of Contents



MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(unaudited)
 Six Months Ended June 30,2008
    
    
    2009Revenues:Leasing
    
    $
    142,885
    
    
    $
    173,913Sales
    
    
    15,923
    
    
    
    19,918Other
    
    
    818
    
    
    
    1,257Total revenues
    
    
    159,626
    
    
    
    195,088Costs and expenses:Cost of sales
    
    
    10,991
    
    
    
    13,489Leasing, selling and general expenses
    
    
    87,266
    
    
    
    100,647Integration, merger and restructuring expenses
    
    
    11,609
    
    
    
    7,843Depreciation and amortization
    
    
    11,416
    
    
    
    20,687Total costs and expenses
    
    
    121,282
    
    
    
    142,666Income from operations
    
    
    38,344
    
    
    
    52,422Other income (expense):Interest income
    
    
    62
    
    
    
    6Interest expense
    
    
    (12,564
    )
    
    
    (30,207
    )Foreign currency exchange loss
    
    
    (8
    )
    
    
    (75
    )Income before provision for income taxes
    
    
    25,834
    
    
    
    22,146Provision for income taxes
    
    
    10,315
    
    
    
    8,453Net income
    
    
    15,519
    
    
    
    13,693Earnings allocable to preferred stock
    
    
    (40
    )
    
    
    (2,729
    )Net income available to common stockholders
    
    $
    15,479
    
    
    $
    10,964Earnings per share:Basic
    
    $
    0.45
    
    
    $
    0.32Diluted
    
    $
    0.45
    
    
    $
    0.32Weighted average number of common and common share equivalents outstanding:Basic
    
    
    34,100
    
    
    
    34,367Diluted
    
    
    34,655
    
    
    
    43,047
  5




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##### Table of Contents



MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 Six Months Ended June 30,2008
    
    
    2009Cash Flows From Operating Activities:Net income
    
    $
    15,519
    
    
    $
    13,693Adjustments to reconcile income to net cash provided by operating activities:Provision for doubtful accounts
    
    
    750
    
    
    
    1,463Amortization of deferred financing costs
    
    
    669
    
    
    
    2,594Share-based compensation expense
    
    
    2,364
    
    
    
    3,281Depreciation and amortization
    
    
    11,416
    
    
    
    20,687Gain on sale of lease fleet units
    
    
    (3,094
    )
    
    
    (5,779
    )Loss on disposal of property, plant and equipment
    
    
    29
    
    
    
    36Deferred income taxes
    
    
    10,237
    
    
    
    7,824Foreign currency transaction loss
    
    
    8
    
    
    
    75Changes in certain assets and liabilities, net of effect of businesses acquired:Receivables
    
    
    (3,014
    )
    
    
    16,100Inventories
    
    
    (3,570
    )
    
    
    1,639Deposits and prepaid expenses
    
    
    900
    
    
    
    2,435Other assets and intangibles
    
    
    99
    
    
    
    (441
    )Accounts payable
    
    
    (3,714
    )
    
    
    (3,871
    )Accrued liabilities
    
    
    12,942
    
    
    
    (12,900
    )Net cash provided by operating activities
    
    
    41,541
    
    
    
    46,836Cash Flows From Investing Activities:Cash paid for businesses acquired
    
    
    (21,273
    )
    
    
    Additions to lease fleet, excluding acquisitions
    
    
    (34,613
    )
    
    
    (10,879
    )Proceeds from sale of lease fleet units
    
    
    9,057
    
    
    
    16,929Additions to property, plant and equipment
    
    
    (4,842
    )
    
    
    (4,774
    )Proceeds from sale of property, plant and equipment
    
    
    59
    
    
    
    243Other
    
    
    
    
    
    
    112Net cash (used in) provided by investing activities
    
    
    (51,612
    )
    
    
    1,631Cash Flows From Financing Activities:Net borrowings (repayments) under lines of credit
    
    
    140,763
    
    
    
    (32,861
    )Deferred financing costs
    
    
    (14,555
    )
    
    
    Principal payments on notes payable
    
    
    (113,101
    )
    
    
    (715
    )Principal payments on capital lease obligations
    
    
    (7
    )
    
    
    (714
    )Issuance of common stock, net
    
    
    1,053
    
    
    
    274Net cash provided by (used in) financing activities
    
    
    14,153
    
    
    
    (34,016
    )Effect of exchange rate changes on cash
    
    
    (240
    )
    
    
    (13,764
    )Net increase in cash
    
    
    3,842
    
    
    
    687Cash at beginning of period
    
    
    3,703
    
    
    
    3,184Cash at end of period
    
    $
    7,545
    
    
    $
    3,871Supplemental Disclosure of Cash Flow Information:Interest rate swap changes in fair value charged (credited) to equity
    
    $
    208
    
    
    $
    (1,246
    )
  6




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
          Receivables
    
    $
    (619
    )Inventories
    
    
    (184
    )Lease fleet, net
    
    
    (13,100
    )Property, plant and equipment, net
    
    
    (2,388
    )Deposits, prepaid expenses and other assets
    
    
    (65
    )Liabilities
    
    
    1,590$
    (14,766
    )
  Business Combinations
 7




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 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
 Subsequent Events
 8




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  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.
  QuotedPrices inActive Markets for
    
    Significant
    
    SignificantIdentical
    
    Other Observable
    
    UnobservableAssets
    
    Inputs
    
    Inputs
    
    ValuationFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    TechniqueJune 30, 2009:Interest rate swap agreements
    
    $
    (9,493
    )
    
    $
    
    
    
    $
    (9,493
    )
    
    $
    
    
    
    
    (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 June 30, 2009, the fair value of
interest rate swap agreements is recorded in accrued liabilities in the Companys condensed
consolidated balance sheet.    9




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  Participating Securities and the Two-Class Method under FASB Statement 128 )
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands except earnings per share data)Historical net income per share:Numerator:Net income
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Less: Earnings allocable to preferred stock
    
    
    (40
    )
    
    
    (1,041
    )
    
    
    (40
    )
    
    
    (2,729
    )Net income available to common stockholders
    
    $
    4,821
    
    
    $
    4,186
    
    
    $
    15,479
    
    
    $
    10,964Basic EPS Denominator:Common stock outstanding beginning of period
    
    
    34,091
    
    
    
    34,371
    
    
    
    34,041
    
    
    
    34,324Effect of weighting shares:Weighted shares issued during the period ended June 30,
    
    
    24
    
    
    
    19
    
    
    
    59
    
    
    
    43Denominator for basic net income per share
    
    
    34,115
    
    
    
    34,390
    
    
    
    34,100
    
    
    
    34,367Diluted EPS Denominator:Common stock outstanding beginning of period
    
    
    34,091
    
    
    
    34,371
    
    
    
    34,041
    
    
    
    34,324Effect of weighting shares:Weighted shares issued during the period ended June 30,
    
    
    24
    
    
    
    19
    
    
    
    59
    
    
    
    43Dilutive effect of employee stock options and
nonvested share-awards assumed converted during the
period ended June 30,
    
    
    572
    
    
    
    165
    
    
    
    414
    
    
    
    124Dilutive effect of convertible preferred stock assumed
converted during the period ended June 30
    
    
    282
    
    
    
    8,556
    
    
    
    141
    
    
    
    8,556Denominator for diluted net income per share
    
    
    34,969
    
    
    
    43,111
    
    
    
    34,655
    
    
    
    43,047Basic net income per share
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.45
    
    
    $
    0.32Diluted net income per share
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.45
    
    
    $
    0.32
  10




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
          Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands)Gross share-based compensation
    
    $
    1,602
    
    
    $
    1,725
    
    
    $
    2,848
    
    
    $
    3,476Capitalized share-based compensation
    
    
    (226
    )
    
    
    (65
    )
    
    
    (484
    )
    
    
    (195
    )Share-based compensation expense
    
    $
    1,376
    
    
    $
    1,660
    
    
    $
    2,364
    
    
    $
    3,281
 11




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
  Number of
    
    WeightedShares
    
    Average(In thousands)
    
    Exercise PriceBalance at December 31, 2008
    
    
    1,750
    
    
    $
    17.45Exercised
    
    
    (28
    )
    
    $
    9.88Canceled/expired
    
    
    (82
    )
    
    $
    25.66Balance at June 30, 2009
    
    
    1,640
    
    
    $
    17.20
   Number of
    
    
    Weighted AverageShares
    
    
    Grant Date Fair(In thousands)
    
    
    ValueNonvested at December 31, 2008
    
    
    990
    
    
    $
    18.03Awarded
    
    
    202
    
    
    
    11.93Released
    
    
    (83
    )
    
    
    21.59Forfeited
    
    
    (74
    )
    
    
    19.55Nonvested at June 30, 2009
    
    
    1,035
    
    
    $
    16.71
  WeightedNumber of
    
    Weighted
    
    Average
    
    AggregateShares
    
    Average
    
    Remaining
    
    Intrinsic(In
    
    Exercise
    
    Contractual
    
    Value (Inthousands)
    
    Price
    
    Term
    
    thousands)Outstanding
    
    
    1,640
    
    
    $
    17.20
    
    
    
    4.4
    
    
    $
    1,784Vested and expected to vest
    
    
    1,575
    
    
    $
    16.82
    
    
    
    4.3
    
    
    $
    1,784Exercisable
    
    
    1,534
    
    
    $
    16.54
    
    
    
    4.2
    
    
    $
    1,784
     12




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 December 31, 2008
    
    
    June 30, 2009(In thousands)Raw material and supplies
    
    $
    16,991
    
    
    $
    17,244Work-in-process
    
    
    1,611
    
    
    
    709Finished portable storage units
    
    
    7,975
    
    
    
    6,374$
    26,577
    
    
    $
    24,327
 
 Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109 Accounting for Income Taxes
     December 31, 2008
    
    
    June 30, 2009(In thousands)Land
    
    $
    10,978
    
    
    $
    11,190Vehicles and equipment
    
    
    78,592
    
    
    
    79,755Buildings and improvements
    
    
    13,868
    
    
    
    14,192Office fixtures and equipment
    
    
    20,948
    
    
    
    23,038124,386
    
    
    
    128,175Less accumulated depreciation
    
    
    (35,877
    )
    
    
    (42,282
    )Total property, plant and equipment
    
    $
    88,509
    
    
    $
    85,893
 13




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 NOTE K
      December 31, 2008
    
    
    June 30, 2009(In thousands)Steel storage containers
    
    $
    616,750
    
    
    $
    619,261Offices
    
    
    523,242
    
    
    
    530,510Van trailers
    
    
    15,610
    
    
    
    7,283Other
    
    
    2,161
    
    
    
    2,7931,157,763
    
    
    
    1,159,847Accumulated depreciation
    
    
    (79,607
    )
    
    
    (90,089
    )$
    1,078,156
    
    
    $
    1,069,758
     14




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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)December 31, 2008:Interest rate swap agreements
    
    Accrued liabilities
    
    $
    (11,532
    )June 30, 2009:Interest rate swap agreements
    
    Accrued liabilities
    
    $
    (9,493
    )
 Amount of Gain or(Loss) Recognizedin OCI onDerivatives in Statement 133 Fair Value
    
    DerivativeHedging Relationships
    
    (In thousands)Three months ended June 30, 2008:Interest
rate swap agreements, (net of applicable income taxes of $0.8 million)
    
    $
    1,278Three months ended June 30, 2009:Interest rate swap agreements, (net of applicable income taxes of $0.7 million)
    
    $
    1,172Six months ended June 30, 2008:Interest rate swap agreements, (net of income tax benefit of $130,000)
    
    $
    (208
    )Six months ended June 30, 2009:Interest rate swap agreements, (net of applicable income taxes of $0.8 million)
    
    $
    1,246
  Disclosures about Segments of
an Enterprise and Related Information,
  15




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
    Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In thousands)2008
    
    
    2009
    
    
    2008
    
    
    2009North America
    
    $
    73,615
    
    
    $
    80,225
    
    
    $
    145,429
    
    
    $
    165,656United Kingdom
    
    
    5,670
    
    
    
    13,821
    
    
    
    10,834
    
    
    
    27,691The Netherlands
    
    
    1,800
    
    
    
    878
    
    
    
    3,363
    
    
    
    1,741Total revenues
    
    $
    81,085
    
    
    $
    94,924
    
    
    $
    159,626
    
    
    $
    195,088
  December 31, 2008
    
    
    June 30, 2009(In thousands)North America
    
    $
    1,041,540
    
    
    $
    1,015,225United Kingdom
    
    
    120,914
    
    
    
    136,138The Netherlands
    
    
    4,211
    
    
    
    4,288Total long-lived assets
    
    $
    1,166,665
    
    
    $
    1,155,651
 NOTE N
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands)Net income
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Net unrealized holding gain (loss) on derivatives
    
    
    1,278
    
    
    
    1,172
    
    
    
    (208
    )
    
    
    1,246Foreign currency translation adjustment
    
    
    817
    
    
    
    13,247
    
    
    
    783
    
    
    
    11,229Total comprehensive income
    
    $
    6,956
    
    
    $
    19,646
    
    
    $
    16,094
    
    
    $
    26,168
  December 31, 2008
    
    
    June 30, 2009(In thousands)Accumulated net unrealized holding gain on derivatives
    
    $
    (7,068
    )
    
    $
    (5,822
    )Foreign currency translation adjustment
    
    
    (30,410
    )
    
    
    (19,181
    )Total accumulated other comprehensive loss
    
    $
    (37,478
    )
    
    $
    (25,003
    )
   16




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##### 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
    
    
    3,229
    
    
    
    26
    
    
    
    4,588
    
    
    
    7,843Cash paid
    
    
    (4,250
    )
    
    
    (1,586
    )
    
    
    (5,714
    )
    
    
    (11,550
    )Accrued obligations as of June 30, 2009
    
    $
    988
    
    
    $
    6,851
    
    
    $
    17
    
    
    $
    7,856
  
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2009(In thousands)Severance and benefits
    
    $
    2,423
    
    
    $
    3,229Lease abandonment costs
    
    
    26
    
    
    
    26Acquisition integration
    
    
    3,180
    
    
    
    4,588Integration, merger and restructuring expenses
    
    $
    5,629
    
    
    $
    7,843
   Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2008(In thousands)Total revenue
    
    $
    140,748
    
    
    $
    279,504Net income
    
    $
    6,357
    
    
    $
    18,140Diluted earnings per share
    
    $
    0.15
    
    
    $
    0.42
   17




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##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
     18




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##### 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 June 30, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    2,764
    
    
    $
    1,107
    
    
    $
    
    
    
    $
    3,871Receivables, net
    
    
    31,741
    
    
    
    13,123
    
    
    
    
    
    
    
    44,864Inventories
    
    
    21,765
    
    
    
    2,611
    
    
    
    (49
    )
    
    
    24,327Lease fleet, net
    
    
    948,066
    
    
    
    121,692
    
    
    
    
    
    
    
    1,069,758Property, plant and equipment, net
    
    
    67,159
    
    
    
    18,734
    
    
    
    
    
    
    
    85,893Deposits and prepaid expenses
    
    
    9,458
    
    
    
    1,493
    
    
    
    
    
    
    
    10,951Other assets and intangibles, net
    
    
    24,463
    
    
    
    6,575
    
    
    
    
    
    
    
    31,038Goodwill
    
    
    447,061
    
    
    
    68,497
    
    
    
    
    
    
    
    515,558Intercompany
    
    
    131,909
    
    
    
    36,519
    
    
    
    (168,428
    )
    
    
    Total assets
    
    $
    1,684,386
    
    
    $
    270,351
    
    
    $
    (168,477
    )
    
    $
    1,786,260LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    9,229
    
    
    $
    7,457
    
    
    $
    
    
    
    $
    16,686Accrued liabilities
    
    
    68,430
    
    
    
    3,469
    
    
    
    
    
    
    
    71,899Lines of credit
    
    
    402,186
    
    
    
    119,486
    
    
    
    
    
    
    
    521,672Notes payable
    
    
    616
    
    
    
    57
    
    
    
    
    
    
    
    673Obligations under capital leases
    
    
    4,782
    
    
    
    1
    
    
    
    
    
    
    
    4,783Senior notes, net
    
    
    346,163
    
    
    
    
    
    
    
    
    
    
    
    346,163Deferred income taxes
    
    
    134,223
    
    
    
    11,525
    
    
    
    (515
    )
    
    
    145,233Intercompany
    
    
    23
    
    
    
    31,606
    
    
    
    (31,629
    )
    
    
    Total liabilities
    
    
    965,652
    
    
    
    173,601
    
    
    
    (32,144
    )
    
    
    1,107,109Commitments and contingenciesConvertible preferred stock
    
    
    153,990
    
    
    
    
    
    
    
    
    
    
    
    153,990Stockholders equity:Common stock
    
    
    376
    
    
    
    18,433
    
    
    
    (18,433
    )
    
    
    376Additional paid-in capital
    
    
    332,459
    
    
    
    119,165
    
    
    
    (119,165
    )
    
    
    332,459Retained earnings
    
    
    277,485
    
    
    
    (22,121
    )
    
    
    1,265
    
    
    
    256,629Accumulated other comprehensive loss
    
    
    (6,276
    )
    
    
    (18,727
    )
    
    
    
    
    
    
    (25,003
    )Treasury stock, at cost
    
    
    (39,300
    )
    
    
    
    
    
    
    
    
    
    
    (39,300
    )Total stockholders equity
    
    
    564,744
    
    
    
    96,750
    
    
    
    (136,333
    )
    
    
    525,161Total liabilities and stockholders equity
    
    $
    1,684,386
    
    
    $
    270,351
    
    
    $
    (168,477
    )
    
    $
    1,786,260
 19




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##### 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
 20




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##### 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 June 30, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    72,008
    
    
    $
    12,389
    
    
    $
    
    
    
    $
    84,397Sales
    
    
    7,786
    
    
    
    2,072
    
    
    
    
    
    
    
    9,858Other
    
    
    431
    
    
    
    238
    
    
    
    
    
    
    
    669Total revenues
    
    
    80,225
    
    
    
    14,699
    
    
    
    
    
    
    
    94,924Costs and expenses:Cost of sales
    
    
    4,922
    
    
    
    1,698
    
    
    
    
    
    
    
    6,620Leasing, selling and general expenses
    
    
    39,301
    
    
    
    9,774
    
    
    
    
    
    
    
    49,075Integration, merger and restructuring expenses
    
    
    5,316
    
    
    
    313
    
    
    
    
    
    
    
    5,629Depreciation and amortization
    
    
    8,515
    
    
    
    1,919
    
    
    
    
    
    
    
    10,434Total costs and expenses
    
    
    58,054
    
    
    
    13,704
    
    
    
    
    
    
    
    71,758Income from operations
    
    
    22,171
    
    
    
    995
    
    
    
    
    
    
    
    23,166Other income (expense):Interest income
    
    
    448
    
    
    
    3
    
    
    
    (448
    )
    
    
    3Interest expense
    
    
    (13,960
    )
    
    
    (1,454
    )
    
    
    448
    
    
    
    (14,966
    )Foreign currency exchange
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Income (loss) before provision for (benefit from) income taxes
    
    
    8,659
    
    
    
    (448
    )
    
    
    
    
    
    
    8,211Provision for (benefit from) income taxes
    
    
    3,343
    
    
    
    (326
    )
    
    
    (33
    )
    
    
    2,984Net income (loss)
    
    $
    5,316
    
    
    $
    (122
    )
    
    $
    33
    
    
    $
    5,227
 21




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##### 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 June 30, 2008
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    67,731
    
    
    $
    5,118
    
    
    $
    
    
    
    $
    72,849Sales
    
    
    5,612
    
    
    
    2,224
    
    
    
    (11
    )
    
    
    7,825Other
    
    
    272
    
    
    
    139
    
    
    
    
    
    
    
    411Total revenues
    
    
    73,615
    
    
    
    7,481
    
    
    
    (11
    )
    
    
    81,085Costs and expenses:Cost of sales
    
    
    3,524
    
    
    
    1,842
    
    
    
    (8
    )
    
    
    5,358Leasing, selling and general expenses
    
    
    38,384
    
    
    
    5,412
    
    
    
    
    
    
    
    43,796Integration and merger expenses
    
    
    11,293
    
    
    
    316
    
    
    
    
    
    
    
    11,609Depreciation and amortization
    
    
    5,139
    
    
    
    608
    
    
    
    
    
    
    
    5,747Total costs and expenses
    
    
    58,340
    
    
    
    8,178
    
    
    
    (8
    )
    
    
    66,510Income (loss) from operations
    
    
    15,275
    
    
    
    (697
    )
    
    
    (3
    )
    
    
    14,575Other income (expense):Interest income
    
    
    348
    
    
    
    25
    
    
    
    (344
    )
    
    
    29Interest expense
    
    
    (5,679
    )
    
    
    (1,084
    )
    
    
    344
    
    
    
    (6,419
    )Foreign currency exchange
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    3Income (loss) before provision for (benefit from) income taxes
    
    
    9,944
    
    
    
    (1,753
    )
    
    
    (3
    )
    
    
    8,188Provision for (benefit from) income taxes
    
    
    3,808
    
    
    
    (447
    )
    
    
    (34
    )
    
    
    3,327Net income (loss)
    
    $
    6,136
    
    
    $
    (1,306
    )
    
    $
    31
    
    
    $
    4,861
 22




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##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    148,637
    
    
    $
    25,276
    
    
    $
    
    
    
    $
    173,913Sales
    
    
    16,121
    
    
    
    3,797
    
    
    
    
    
    
    
    19,918Other
    
    
    898
    
    
    
    359
    
    
    
    
    
    
    
    1,257Total revenues
    
    
    165,656
    
    
    
    29,432
    
    
    
    
    
    
    
    195,088Costs and expenses:Cost of sales
    
    
    10,399
    
    
    
    3,090
    
    
    
    
    
    
    
    13,489Leasing, selling and general expenses
    
    
    80,909
    
    
    
    19,738
    
    
    
    
    
    
    
    100,647Integration, merger and restructuring expenses
    
    
    7,495
    
    
    
    348
    
    
    
    
    
    
    
    7,843Depreciation and amortization
    
    
    16,880
    
    
    
    3,807
    
    
    
    
    
    
    
    20,687Total costs and expenses
    
    
    115,683
    
    
    
    26,983
    
    
    
    
    
    
    
    142,666Income (loss) from operations
    
    
    49,973
    
    
    
    2,449
    
    
    
    
    
    
    
    52,422Other income (expense):Interest income
    
    
    862
    
    
    
    5
    
    
    
    (861
    )
    
    
    6Interest expense
    
    
    (28,018
    )
    
    
    (3,050
    )
    
    
    861
    
    
    
    (30,207
    )Foreign currency exchange
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    (75
    )Income (loss) before provision for (benefit from) income taxes
    
    
    22,817
    
    
    
    (671
    )
    
    
    
    
    
    
    22,146Provision for (benefit from) income taxes
    
    
    8,830
    
    
    
    (296
    )
    
    
    (81
    )
    
    
    8,453Net income (loss)
    
    $
    13,987
    
    
    $
    (375
    )
    
    $
    81
    
    
    $
    13,693
 23




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##### Table of Contents



MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30, 2008
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Leasing
    
    $
    133,073
    
    
    $
    9,812
    
    
    $
    
    
    
    $
    142,885Sales
    
    
    11,822
    
    
    
    4,120
    
    
    
    (19
    )
    
    
    15,923Other
    
    
    534
    
    
    
    284
    
    
    
    
    
    
    
    818Total revenues
    
    
    145,429
    
    
    
    14,216
    
    
    
    (19
    )
    
    
    159,626Costs and expenses:Cost of sales
    
    
    7,610
    
    
    
    3,396
    
    
    
    (15
    )
    
    
    10,991Leasing, selling and general expenses
    
    
    76,977
    
    
    
    10,289
    
    
    
    
    
    
    
    87,266Integration and merger expenses
    
    
    11,293
    
    
    
    316
    
    
    
    
    
    
    
    11,609Depreciation and amortization
    
    
    10,214
    
    
    
    1,202
    
    
    
    
    
    
    
    11,416Total costs and expenses
    
    
    106,094
    
    
    
    15,203
    
    
    
    (15
    )
    
    
    121,282Income (loss) from operations
    
    
    39,335
    
    
    
    (987
    )
    
    
    (4
    )
    
    
    38,344Other income (expense):Interest income
    
    
    678
    
    
    
    46
    
    
    
    (662
    )
    
    
    62Interest expense
    
    
    (11,158
    )
    
    
    (2,069
    )
    
    
    663
    
    
    
    (12,564
    )Foreign currency exchange
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Income (loss) before provision for (benefit from) income taxes
    
    
    28,855
    
    
    
    (3,018
    )
    
    
    (3
    )
    
    
    25,834Provision for (benefit from) income taxes
    
    
    11,136
    
    
    
    (754
    )
    
    
    (67
    )
    
    
    10,315Net income (loss)
    
    $
    17,719
    
    
    $
    (2,264
    )
    
    $
    64
    
    
    $
    15,519
 24




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##### 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
Six Months Ended June 30, 2009
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash Flows From Operating Activities:Net income (loss)
    
    $
    13,987
    
    
    $
    (375
    )
    
    $
    81
    
    
    $
    13,693Adjustments to reconcile income to net cash provided by
(used in) operating activities:Provision for doubtful accounts
    
    
    1,382
    
    
    
    81
    
    
    
    
    
    
    
    1,463Amortization of deferred financing costs
    
    
    2,594
    
    
    
    
    
    
    
    
    
    
    
    2,594Share-based compensation expense
    
    
    2,953
    
    
    
    328
    
    
    
    
    
    
    
    3,281Depreciation and amortization
    
    
    16,880
    
    
    
    3,807
    
    
    
    
    
    
    
    20,687Gain on sale of lease fleet units
    
    
    (5,401
    )
    
    
    (378
    )
    
    
    
    
    
    
    (5,779
    )Loss on disposal of property, plant and equipment
    
    
    32
    
    
    
    4
    
    
    
    
    
    
    
    36Deferred income taxes
    
    
    8,242
    
    
    
    (264
    )
    
    
    (154
    )
    
    
    7,824Foreign currency exchange loss
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    75Changes in certain assets and liabilities:Receivables
    
    
    11,721
    
    
    
    4,379
    
    
    
    
    
    
    
    16,100Inventories
    
    
    1,044
    
    
    
    595
    
    
    
    
    
    
    
    1,639Deposits and prepaid expenses
    
    
    2,662
    
    
    
    (227
    )
    
    
    
    
    
    
    2,435Other assets and intangibles
    
    
    (441
    )
    
    
    
    
    
    
    
    
    
    
    (441
    )Accounts payable
    
    
    (1,224
    )
    
    
    (2,647
    )
    
    
    
    
    
    
    (3,871
    )Accrued liabilities
    
    
    (10,753
    )
    
    
    (2,147
    )
    
    
    
    
    
    
    (12,900
    )Intercompany
    
    
    (878
    )
    
    
    380
    
    
    
    498
    
    
    
    Net cash provided by operating activities
    
    
    42,800
    
    
    
    3,611
    
    
    
    425
    
    
    
    48,836Cash Flows From Investing Activities:Additions to lease fleet units
    
    
    (6,804
    )
    
    
    (4,075
    )
    
    
    
    
    
    
    (10,879
    )Proceeds from sale of lease fleet units
    
    
    14,890
    
    
    
    2,029
    
    
    
    10
    
    
    
    16,929Additions to property, plant and equipment
    
    
    (3,007
    )
    
    
    (1,767
    )
    
    
    
    
    
    
    (4,774
    )Proceeds from sale of property, plant and equipment
    
    
    151
    
    
    
    92
    
    
    
    
    
    
    
    243Other
    
    
    112
    
    
    
    
    
    
    
    
    
    
    
    112Net cash provided by (used in) investing activities
    
    
    5,342
    
    
    
    (3,721
    )
    
    
    10
    
    
    
    1,631Cash Flows From Financing Activities:Net (repayments) borrowings under lines of credit
    
    
    (47,867
    )
    
    
    252
    
    
    
    14,754
    
    
    
    (32,861
    )Principal payments on notes payable
    
    
    (690
    )
    
    
    (25
    )
    
    
    
    
    
    
    (715
    )Principal payments on capital lease obligations
    
    
    (714
    )
    
    
    
    
    
    
    
    
    
    
    (714
    )Issuance of common stock, net
    
    
    274
    
    
    
    
    
    
    
    
    
    
    
    274Intercompany
    
    
    588
    
    
    
    (616
    )
    
    
    28
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (48,409
    )
    
    
    (389
    )
    
    
    14,782
    
    
    
    (34,016
    )Effect of exchange rate changes on cash
    
    
    823
    
    
    
    630
    
    
    
    (15,217
    )
    
    
    (13,764
    )Net increase in cash
    
    
    556
    
    
    
    131
    
    
    
    
    
    
    
    687Cash at beginning of period
    
    
    2,208
    
    
    
    976
    
    
    
    
    
    
    
    3,184Cash at end of period
    
    $
    2,764
    
    
    $
    1,107
    
    
    $
    
    
    
    $
    3,871
 25




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MOBILE MINI, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  Continued
 MOBILE MINI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2008
(In thousands)
(unaudited)
 Non-Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash Flows From Operating Activities:Net income (loss)
    
    $
    17,719
    
    
    $
    (2,264
    )
    
    $
    64
    
    
    $
    15,519Adjustments to reconcile income to net cash provided by
(used in) operating activities:Provision for doubtful accounts
    
    
    573
    
    
    
    177
    
    
    
    
    
    
    
    750Amortization of deferred financing costs
    
    
    669
    
    
    
    
    
    
    
    
    
    
    
    669Share-based compensation expense
    
    
    2,095
    
    
    
    269
    
    
    
    
    
    
    
    2,364Depreciation and amortization
    
    
    10,214
    
    
    
    1,202
    
    
    
    
    
    
    
    11,416Gain on sale of lease fleet units
    
    
    (2,750
    )
    
    
    (344
    )
    
    
    
    
    
    
    (3,094
    )Loss on disposal of property, plant and equipment
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    29Other income
    
    
    (662
    )
    
    
    
    
    
    
    662
    
    
    
    Deferred income taxes
    
    
    11,057
    
    
    
    (753
    )
    
    
    (67
    )
    
    
    10,237Foreign currency exchange loss
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Changes in certain assets and liabilities:Receivables
    
    
    (3,151
    )
    
    
    137
    
    
    
    
    
    
    
    (3,014
    )Inventories
    
    
    (4,519
    )
    
    
    949
    
    
    
    
    
    
    
    (3,570
    )Deposits and prepaid expenses
    
    
    1,337
    
    
    
    (437
    )
    
    
    
    
    
    
    900Other assets and intangibles
    
    
    100
    
    
    
    (1
    )
    
    
    
    
    
    
    99Accounts payable
    
    
    (3,715
    )
    
    
    1
    
    
    
    
    
    
    
    (3,714
    )Accrued liabilities
    
    
    12,726
    
    
    
    216
    
    
    
    
    
    
    
    12,942Intercompany
    
    
    31
    
    
    
    457
    
    
    
    (488
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    41,753
    
    
    
    (383
    )
    
    
    171
    
    
    
    41,541Cash Flows From Investing Activities:Cash paid for businesses acquired
    
    
    (24,485
    )
    
    
    3,212
    
    
    
    
    
    
    
    (21,273
    )Additions to lease fleet units
    
    
    (24,375
    )
    
    
    (10,238
    )
    
    
    
    
    
    
    (34,613
    )Proceeds from sale of lease fleet units
    
    
    7,299
    
    
    
    1,759
    
    
    
    (1
    )
    
    
    9,057Additions to property, plant and equipment
    
    
    (3,768
    )
    
    
    (1,074
    )
    
    
    
    
    
    
    (4,842
    )Proceeds from sale of property, plant and equipment
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    59Net cash used in investing activities
    
    
    (45,270
    )
    
    
    (6,341
    )
    
    
    (1
    )
    
    
    (51,612
    )Cash Flows From Financing Activities:Net borrowings (repayments) under lines of credit
    
    
    130,860
    
    
    
    9,934
    
    
    
    (31
    )
    
    
    140,763Deferred financing costs
    
    
    (14,555
    )
    
    
    
    
    
    
    
    
    
    
    (14,555
    )Principal payments on notes payable
    
    
    (113,101
    )
    
    
    
    
    
    
    
    
    
    
    (113,101
    )Principal payments on capital lease obligations
    
    
    (6
    )
    
    
    (1
    )
    
    
    
    
    
    
    (7
    )Issuance of common stock, net
    
    
    1,053
    
    
    
    
    
    
    
    
    
    
    
    1,053Net cash provided (used in) by financing activities
    
    
    4,251
    
    
    
    9,933
    
    
    
    (31
    )
    
    
    14,153Effect of exchange rate changes on cash
    
    
    (377
    )
    
    
    276
    
    
    
    (139
    )
    
    
    (240
    )Net increase in cash
    
    
    357
    
    
    
    3,485
    
    
    
    
    
    
    
    3,842Cash at beginning of period
    
    
    2,033
    
    
    
    1,670
    
    
    
    
    
    
    
    3,703Cash at end of period
    
    $
    2,390
    
    
    $
    5,155
    
    
    $
    
    
    
    $
    7,545
 26




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##### 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
       27




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##### 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 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
 28




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##### Table of Contents




    
    whether EBITDA historically has remained at positive levels.
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands)EBITDA
    
    $
    20,354
    
    
    $
    33,611
    
    
    $
    49,814
    
    
    $
    73,040Interest paid
    
    
    (3,712
    )
    
    
    (11,573
    )
    
    
    (6,990
    )
    
    
    (27,702
    )Income and franchise taxes paid
    
    
    (327
    )
    
    
    (728
    )
    
    
    (429
    )
    
    
    (872
    )Share-based compensation expense
    
    
    1,376
    
    
    
    1,660
    
    
    
    2,364
    
    
    
    3,281Gain on sale of lease fleet units
    
    
    (1,603
    )
    
    
    (2,934
    )
    
    
    (3,094
    )
    
    
    (5,779
    )Loss on disposal of property, plant and equipment
    
    
    
    
    
    
    11
    
    
    
    29
    
    
    
    36Changes in certain assets and liabilities, net
of effects of businesses acquired:Receivables
    
    
    (4,898
    )
    
    
    5,836
    
    
    
    (2,264
    )
    
    
    17,563Inventories
    
    
    (3,067
    )
    
    
    1,209
    
    
    
    (3,570
    )
    
    
    1,639Deposits and prepaid expenses
    
    
    357
    
    
    
    2,105
    
    
    
    900
    
    
    
    2,435Other assets and intangibles
    
    
    4,430
    
    
    
    (260
    )
    
    
    99
    
    
    
    (441
    )Accounts payable and accrued liabilities
    
    
    7,701
    
    
    
    (2,701
    )
    
    
    4,682
    
    
    
    (16,364
    )Net cash provided by operating activities
    
    $
    20,611
    
    
    $
    26,236
    
    
    $
    41,541
    
    
    $
    46,836
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands except percentages)Net income
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Interest expense
    
    
    6,419
    
    
    
    14,966
    
    
    
    12,564
    
    
    
    30,207Provision for income taxes
    
    
    3,327
    
    
    
    2,984
    
    
    
    10,315
    
    
    
    8,453Depreciation and amortization
    
    
    5,747
    
    
    
    10,434
    
    
    
    11,416
    
    
    
    20,687EBITDA
    
    $
    20,354
    
    
    $
    33,611
    
    
    $
    49,814
    
    
    $
    73,040EBITDA margin(1)
    
    
    25.1
    %
    
    
    35.4
    %
    
    
    31.2
    %
    
    
    37.4
    %EBITDA and EBITDA margin(1)
excluding integration,
merger and restructuring
expenses:
    
    $
    31,963
    
    
    $
    39,240
    
    
    $
    61,423
    
    
    $
    80,88339.4
    %
    
    
    41.3
    %
    
    
    38.5
    %
    
    
    41.5
    %
 
 (1)
    
    EBITDA margin is calculated as EBITDA divided by total revenues expressed as a percentage.  29




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##### 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
    
    
    532
    
    
    
    217Manufactured units:Steel storage containers, combination storage/office combo units and steel security offices
    
    
    568
    
    
    
    45Wood mobile offices
    
    
    110
    
    
    
    4Remanufacturing and customization (3):Remanufacturing or customization of units purchased or acquired in the current year
    
    
    177
    
    
    
    31Remanufacturing or customization of 130 units purchased in a prior year
    
    
    5,062
    
    
    
    58
    (1)Remanufacturing or customization of 5,272 units obtained through acquisition in a prior year
    
    
    3,981
    
    
    
    477
    (2)Other
    
    
    (4,345
    )
    
    
    (3,388
    )(4)Adjustments to valuations on acquired MSG trailers
    
    
    (8,387
    )Cost of sales from lease fleet
    
    
    (11,181
    )
    
    
    (7,092
    )Effect of exchange rate changes
    
    
    15,219Depreciation
    
    
    (10,134
    )Lease fleet at June 30, 2009, net
    
    $
    1,069,758
    
    
    
    264,100
 
 (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 container 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. 30




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##### Table of Contents



(4)
    
    Includes net units transferred in and out of the lease fleet.  Number of
    
    
    PercentageBook Value
    
    
    Units
    
    
    of Units(In thousands)Steel storage containers
    
    $
    619,261
    
    
    
    210,399
    
    
    
    80
    %Mobile offices
    
    
    530,510
    
    
    
    42,614
    
    
    
    16
    %Van trailers
    
    
    7,283
    
    
    
    11,087
    
    
    
    4
    %Other, primarily chassis
    
    
    2,7931,159,847Accumulated depreciation
    
    
    (90,089
    )$
    1,069,758
    
    
    
    264,100
    
    
    
    100
    %
   31




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##### Table of Contents



RESULTS OF OPERATIONS
 Three Months Ended June 30, 2009, Compared to
Three Months Ended June 30, 2008
         32




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##### Table of Contents



Six Months Ended June 30, 2009, Compared to
Six Months Ended June 30, 2008
        33




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Revolving Credit Facility.
     34




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##### Table of Contents



Operating Activities.
 Investing Activities.
 Financing Activities.
  CONTRACTUAL OBLIGATIONS AND COMMITMENTS
    35




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##### Table of Contents



OFF-BALANCE SHEET TRANSACTIONS
  SEASONALITY
  EFFECTS OF INFLATION
  CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
   Revenue Recognition.
 Share-Based Compensation.
 36




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##### Table of Contents



Allowance for Doubtful Accounts.
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2009
    
    2008
    
    2009(In thousands except per share data)As Reported:Net income
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Diluted earnings per share
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.45
    
    
    $
    0.32As adjusted for change in estimates:Net income
    
    $
    4,834
    
    
    $
    5,166
    
    
    $
    15,406
    
    
    $
    13,467Diluted earnings per share
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.44
    
    
    $
    0.31
  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
 37




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##### Table of Contents



Impairment Long-Lived Assets
 Depreciation Policy.
    38




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##### Table of Contents



Useful
    
    Three Months Ended
    
    Six Months EndedSalvage
    
    Life in
    
    June 30,
    
    June 30,Value
    
    Years
    
    2008
    
    2009
    
    2008
    
    2009(In thousands except per share data)As reported (1):
    
    
    55
    %
    
    
    30Net income
    
    
    
    
    
    
    
    
    
    $
    N/A
    
    
    $
    5,227
    
    
    $
    N/A
    
    
    $
    13,693Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    N/A
    
    
    $
    0.12
    
    
    $
    N/A
    
    
    $
    0.32As adjusted for change in estimates:
    
    
    70
    %
    
    
    20Net income
    
    
    
    
    
    
    
    
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.45
    
    
    $
    0.32As adjusted for change in estimates (2):
    
    
    62.5
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.45
    
    
    $
    0.32As adjusted for change in estimates:
    
    
    50
    %
    
    
    20Net income
    
    
    
    
    
    
    
    
    
    $
    3,800
    
    
    $
    3,754
    
    
    $
    13,389
    
    
    $
    10,827Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.11
    
    
    $
    0.09
    
    
    $
    0.39
    
    
    $
    0.25As adjusted for change in estimates:
    
    
    40
    %
    
    
    40Net income
    
    
    
    
    
    
    
    
    
    $
    4,861
    
    
    $
    5,227
    
    
    $
    15,519
    
    
    $
    13,693Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.45
    
    
    $
    0.32As adjusted for change in estimates:
    
    
    30
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    3,481
    
    
    $
    3,312
    
    
    $
    12,750
    
    
    $
    9,968Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.10
    
    
    $
    0.08
    
    
    $
    0.37
    
    
    $
    0.23As adjusted for change in estimates:
    
    
    25
    %
    
    
    25Net income
    
    
    
    
    
    
    
    
    
    $
    3,269
    
    
    $
    3,017
    
    
    $
    12,324
    
    
    $
    9,395Diluted earnings per share
    
    
    
    
    
    
    
    
    
    $
    0.09
    
    
    $
    0.07
    
    
    $
    0.36
    
    
    $
    0.22
 
 (1)
    
    Effective April 2009(2)
    
    Prior to April 2009 Insurance Reserves.
  Contingencies.
 39




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##### Table of Contents



Deferred Taxes.
  Purchase Accounting.
  Earnings Per Share.
  RECENT ACCOUNTING PRONOUNCEMENTS
 Business Combinations Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies
 40




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##### Table of Contents



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
 Subsequent Events
 41




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##### Table of Contents



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
    
    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 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
    
    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
  42




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##### Table of Contents



www.mobilemini.com
 
 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
  43




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Number of Shares Voted:For
    
    WithheldElect three members of the Board of Directors, for the terms indicated below:Stephen A McConnell (three year term)
    
    
    37,874,117
    
    
    
    1,599,237Jeffrey S. Goble (three year term)
    
    
    38,434,506
    
    
    
    1,038,848Michael E. Donovan (term ends December 31, 2009)
    
    
    38,458,655
    
    
    
    1,014,699
 BrokerFor
    
    Against
    
    Abstain
    
    Non-VotesRatify the
selection of Ernst
& Young LLP as our
independent
registered public
accounting firm for
the year ending
December 31, 2009
    
    
    39,146,332
    
    
    
    177,840
    
    
    
    149,182
    
    
    
    Approve an
amendment to our
2006 Equity
Incentive Plan to
increase the
maximum number of
shares that may be
issued pursuant to
the Plan from
1,200,000 by an
additional
3,000,000 shares
    
    
    22,938,038
    
    
    
    11,441,014
    
    
    
    147,185
    
    
    
    4,947,117
  
 ITEM 6. EXHIBITS
 Exhibits
 Number
    
    Description10.3.1
    
    Mobile Mini, Inc. 2006 Equity Incentive Plan, as amended and approved by stockholders
at the 2009 Annual Meeting (Incorporated by reference to Exhibit A of the Registrants
Definitive Proxy Statement for its 2009 Annual Meeting of Stockholders filed on April
30, 2009 under cover of Schedule 14A).31.1
    
    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.
 44




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##### Table of Contents



SIGNATURES
  MOBILE MINI, INC.Date:  August 10, 2009
    /s/ Mark E. FunkMark E. FunkChief Financial Officer &
Executive Vice President 45